Compliance

We believe that earning the trust of society is essential for us to contribute to the realization of a sustainable society and to continue to be a company needed by society. Accordingly, we are placing importance on compliance in our Management Policy. We formulated the Business Code of Conduct to specify the policy of actions which officers and employees should observe so that we can conduct business activities in accordance with laws and regulations and generally accepted standards and practices in each country, and our internal rules. We have also established and have been operating the compliance promotion structure that includes rules related to compliance, a whistle-blower system, the Compliance Committee, and the Fair Trade Monitoring Committee.

We have established and have been operating the Compliance Committee and the Fair Trade Monitoring Committee to promote compliance through the activities of both committees. (See Overview of the Committees.)
Aside from the efforts made by the two committees, the Legal Department conducts the rank-based training and the topic-specific training for officers and employees as part of compliance-related educational and awareness-raising activities. In addition, we hold a group training session for Compliance Promotion Activity Supervisors in Japan once a year. By sharing information and exchanging opinions on important issues, we are enhancing the promotion activities at each business site and providing support for the initiatives at each business site. Furthermore, with regard to activities for global compliance risks such as corruption prevention, we regularly exchange information and opinions with the Administration & Internal Control Department at each Office of General Manager in five overseas regions and legal/compliance departments of overseas subsidiaries, thereby confirming each other’s ongoing activities and setting new agendas.
In addition, we have established the Fair Trade Promoting Group in Legal Department of an overall supervisory department for compliance with antimonopoly law. Under the direction of the Fair Trade Monitoring Committee, the Group conducts various activities (such as education, instruction and audit) for relevant divisions. Additionally, overseas subsidiaries are monitored for the implementation status of compliance with antimonopoly law in cooperation with the Administration & Internal Control Department at the Office of General Manager in each region.

■Structure

The Business Code of Conduct stipulates the basic requirements for business activities that all NTN Group officers and employees in their operations must comply with.

As part of its fraud prevention activities, the Group investigates employee evaluations of the attitudes of the presidents of affiliated companies.
It is said that there is a high probability of occurrence of fraudulent acts in a company when motives/pressures, opportunities, and rationalization triangles are formed. While advancing the development of regulations, rules, and penalties, it is important to develop an internal corporate culture and environment. Therefore, we regularly confirm changes in the organizational culture of affiliated companies through employee evaluations.
By disclosing the results of this survey to the presidents of affiliated companies, we are making use of the results to create an internal corporate culture of not being motivated to conduct fraudulent acts, based on the awareness that fraudulent acts are constantly seen within the company and at the head office. Also, such results are used to create better relationships with employees.
In the fiscal year ending March 31, 2022, we conducted a survey of approximately 1000 employees of 10 affiliated companies (6 in Japan and 4 overseas) where a change of the president or other event occurred.

■Percentage of employees who evaluated the attitude of presidents of affiliated companies as "good" (average of 10 companies)

Initiatives in Japan

We have established and have been applying in-house rules and regulations based on domestic and overseas anti-corruption laws and social norms. Our in-house rules and regulations not only prohibit bribery from and to domestic and overseas public officials and business partners, but also specify the rules and procedures regarding provision of property or profit by our officers or employees, and rules and procedures to prevent bribery via our business partners. In addition, under the circumstance that some countries even impose restraints on the transfer of property or profit between private companies, we have established rules and procedures for the receipt of property or profit in order to prevent bribery by our officers and employees, to thoroughly ensure the conduct of fair trade, and to prevent our officers and employees from engaging in conflicts of interest. Furthermore, we have made it a policy to refuse to receive gifts and entertainment from our business partners in principle.
We conduct in-house training and e-learning programs to raise awareness of the contents of our in-house rules and regulations, and conduct self-audits once a year to ensure thorough awareness of the anti-corruption rules and regulations. Domestic subsidiaries have also established and have been applying their own internal regulations that are consistent with the Company’s policies.

Overseas Initiatives

Our overseas subsidiaries have developed and have been operating in-house rules and regulations that are localized to reflect relevant laws, regulations, and generally accepted standards and practices in each country. They also conduct audit activities related to these rules and regulations as needed. The Legal Department is regularly sharing information and exchanging views with the Administration & Internal Control Department at the Office of General Manager in each region on related initiatives, and maintaining and managing a structure in which the Group unites as one to prevent bribery.

In Japan, the whistle-blower system called Helpline has been established within and outside the Company and has been operated as a contact point for providing consultation regarding violations of laws, Business Code of Conduct, and in-house regulations. Helpline provides consultation for cases such as suspected violations of labor-related laws, including harassment, as well as violations of in-house regulations, and conducts investigation in accordance with Helpline Management Rules that stipulate ensuring the confidentiality and prohibition of detrimental treatment against the whistle-blower. Through provision of information in various compliance training sessions and in the Code of Conduct Guidebook, we have established a structure where all employees can utilize Helpline, not only as a tool to report misconduct, but also as a means of raising questions and expressing opinions and complaints regarding the Business Code of Conduct, and maintaining satisfactory relationships between the company, officers, employees, and business partners.
Whistle-blower systems are being progressively created and operated also in overseas regions, where they are tailored to local needs and circumstances.

In 2016, we designated July 26 as "Compliance Day", on which efforts are made to further raise employees' awareness of compliance in the form of the President delivering a message about the importance of compliance in business activities to all NTN Group employees.

(2)Prevention and monitoring of contacts with competitors

Any officer or employee who might potentially contact competitors at an exhibition or meeting or any other event is obligated to apply for permission in advance and/or report it subsequently. This means we have in place a system with which we can identify the status of contact by officers and employees with competitors.

(3)Education

We implement training programs continually for the purpose of further raising the awareness of officers and employees regarding compliance with antimonopoly law.
We will continue to enhance the content of training programs in order to ensure fair and free competition.

[Major training sessions on compliance with antimonopoly law for the fiscal year ended March 31, 2022]

• Training programs on compliance with antimonopoly law for sales personnel
• Training programs on compliance with antimonopoly law for Officers and Employees
• Rank-based training on compliance with antimonopoly law (provided to new managers and new employees regardless of job category and business unit)
• Training programs on antimonopoly law in Overseas Regions

(4)Audit

Regular audits are conducted in order to ascertain and evaluate the situation to see if the antimonopoly laws are being complied with properly in the NTN Group pursuant to relevant laws and regulations as well as internal rules.
In Japan, "self-audits" by business unit heads under the instruction of the Legal Department and "internal audits" by the Internal Audit Department continue to be conducted. In the fiscal year ended March 31, 2022, 44 departments in Japan were audited. （For details of the Subcontracting Act compliance activities, see here.）
Turning to overseas regions, the Administration & Internal Control Department in each region instructs self-audits to be conducted ,and conducts internal audits regularly.
Although no serious violation was detected by the audits, we will make improvements on the points cited in the audits in an effort to further enhancing our antimonopoly law compliance system.