Corporate Governance Corporate Governance

Corporate Governance
code of conduct

Corporate Governance

Our basic management policy is to continuously enhance corporate value by conducting business activities that are valued and trusted by our shareholders, customers, and various other stakeholders based on our management philosophy of "creating new value centered on thermal technology, contributing to society through this value, and achieving corporate prosperity and the happiness of employees. Our basic management policy is to continuously enhance our corporate value by conducting business activities that are valued and trusted by our shareholders, customers, and various stakeholders.
In accordance with this basic policy, we strive to enhance corporate governance, increase management transparency, ensure legality, and improve management efficiency. Details are available below.

Corporate Governance Report
Corporate Governance Report (PDF: 277KB)

code of conduct

1. Scope of application

On February 19, 2005, the Board of Directors of Chugai Ro Co., Ltd. The Chugai Ro Group Code of Conduct" (the "Code") was adopted and established by the Board of Directors of Chugai Ro Co., Ltd.
This Code of Conduct sets forth the basic internal standards to be observed by all directors, officers, employees and other persons engaged in the business of the Chugai Group companies under contract. In this Code of Conduct, "Chugai Group" means,

(1)Chugai Ro Co., Ltd.
(2) A company in which Chugai directly or indirectly owns a majority of the outstanding voting shares or equity, or controls decisions on financial and business policies (as defined in Article 2, Item 3 of the Companies Act).
(3) Other companies that the Board of Directors of Chugai Ro Co., Ltd. determines to be included in the scope of this Code of Conduct, as appropriate.

means a person who has been a member of the board of directors of the Company for a certain period of time.

2. Basic Guidelines

We contribute to society by providing products that our customers expect, with thermal technology at the core.
We will pursue customer satisfaction and give due consideration to product safety and quality.
We will always conduct our business in compliance with laws, regulations, rules, social norms, internal rules, and internal policies.

3. Environmental Preservation

3.1 Promotion of Environmental Management

(1) We will always be aware of how our corporate activities have a significant impact on the environment and take environmental considerations seriously.
(2) In addition to complying with relevant laws and regulations, we will not neglect efforts in phases such as manufacturing, distribution, and recycling, as well as in familiar areas.

3.2 Environmentally Conscious Business Activities

(1) Recognizing that our business activities are related to global resource problems, global warming problems, and environmental pollution problems, we will actively propose manufacturing and services aimed at building a recycling-oriented economic society, reducing greenhouse gas emissions, and reliably managing chemical substances.
(2) We will actively work to prevent global warming and recycle resources in our factories and offices.

4. Relationship with society

4.1 Disclosure of Corporate Information

(1) We will appropriately disclose corporate information required by society, value the process of dialogue with all stakeholders, and promote two-way communication with society.
(2) We will respond in good faith to crises that occur and disclose information in a timely and appropriate manner.

4.2 Relationship with politics and government

(1) We will always maintain a sound relationship with politics and government with a high degree of transparency as viewed by society.
(2) We will comply with the Political Funds Control Law, the Public Offices Election Law, and other related laws and regulations.
(3) We will make donations and join outside organizations in a fair and appropriate manner.

4.3 Prohibition of Involvement in Antisocial Forces

(1) We shall take a firm stance against anti-social forces, such as organized crime groups, general assemblymen, and criminal organizations, by thoroughly eliminating their intervention in transactions involving our Group.
(2) Prevent antisocial transactions through self-verification of transactions.

5. Relationship with Shareholders and Investors

5.1 Information Disclosure

(1) Disclose information on management details and business activities to shareholders and investors in a timely and appropriate manner.
(2) In disclosing corporate information, we strictly comply with relevant laws, rules and accounting regulations.

5.2 Insider Trading

(1) We will not trade stocks or other securities by making personal use of non-public information about a company obtained in the course of business.
(2) We will not use inside information of the Company to buy or sell the Company's shares or other securities.

6. Relationships with customers, suppliers, and cooperating parties

6.1 Customer trust

(1) We correctly understand customer needs and provide optimal products.
(2) We will take all possible measures to ensure the safety and quality of our products and live up to the trust of our customers.
(3) We will respond to customer complaints and problems with the highest priority.

6.2 Free Competition and Fair Trade

(1) We will conduct fair transactions with all business partners in accordance with the principle of free competition and in compliance with anti-monopoly laws and regulations.
(2) We will not participate in any meetings or exchange information that would impede free and fair economic activities, such as collusion or cartels.
(3) We will not engage in unfair business dealings with suppliers or cooperating partners by taking advantage of our superior position or by accepting personal benefits or favors from them.

6.3 Entertainment and gifts

(1) With regard to the giving and receiving of entertainment and gifts to and from business partners, etc., we will strictly determine whether the amounts and frequency are within the scope of social common sense and whether they are appropriate in light of the transaction situation.
(2) We shall not engage in bribery of members of the Diet, members of local assemblies, or public officials (including deemed public officials) of public offices, local governments, or other public organizations, nor shall we provide benefits, entertainment, or gifts that appear to be favors, or other responses that have no rational basis, in order to obtain improper business benefits.
(3) We will not engage in any act of providing entertainment or gifts to foreign public officials that could be deemed to constitute the provision of benefits or favors for the purpose of obtaining undue business advantage.
(4) With respect to each of the above items, we will take prudent actions and always seek the judgment of the officer in charge of the business unit before acting.

6.4 Import/Export Control

(1) In importing and exporting products, technologies, and services, we will comply with the "Foreign Exchange and Foreign Trade Law" and other relevant domestic and foreign laws and regulations, and will follow proper procedures in accordance with internal rules.

7. Company-Employee Relationship

7.1 Respect for Human Rights

(1) In all aspects of our corporate activities, we shall always respect human rights and humanity, and shall not discriminate on the basis of race, nationality, creed, gender, origin, social status, or physical characteristics, or say or do anything that offends individual dignity.
(2) We will not engage in harassment, including sexual harassment, power harassment, or harassment related to pregnancy, childbirth, childcare, or nursing care.
(3) We respect the culture, customs, and language of each country and region, and strive to harmonize with the international and local communities.

7.2 Workplace Climate

(1) We will strive to foster a cheerful workplace culture by mutually recognizing the diverse values of individuals and respecting each person's privacy.
(2) Strive for self-improvement so that they can maximize their abilities, and each company of the Chugai Group will provide fair and appropriate management and guidance to develop human resources.

8. Preservation and proper use of management infrastructure

8.1 Information Management and Proper Use

(1) Information is indispensable to our business activities. In order to make effective use of various types of information, we will properly manage all processes from creation and acquisition of information (including personal information), sharing and disclosure of information, and storage, preservation, and disposal of information, and will strive to preserve confidential information and properly use information equipment to prevent accidents due to information leaks or improper use. We will strive to preserve confidential information and use information equipment appropriately to prevent accidents due to information leaks and unauthorized use.
(2) The Company's confidential information shall comply with the "Information Security Management Regulations" as well as "Various Confidentiality Management Procedures" and shall not be used for any purpose other than business.
(3) We will not divulge or provide to third parties not only our own internal information but also important information concerning our customers, business partners, and affiliated companies.
(4) I will not leak or use confidential company information to any third party, even after retirement.

8.2 Management and Preservation of Company Assets

(1) We will actively create intellectual property, protect it appropriately, and make effective use of it. We will also respect the intellectual property of others and prevent infringement of their rights.
(2) Recognize that all intellectual property rights created in connection with the Company's duties belong to the Company to the extent permitted by relevant laws and regulations, and follow the Company's rules and instructions in order to properly protect and utilize the Company's rights.
(3) We will not engage in any conduct that is contrary to the interests of the company, such as improper use of the company's tangible or intangible assets or use of company property or expenses for personal purposes.
(4) We will use fair accounting practices and proper information recording and reporting. (We will not make false or misleading book entries, nor will we retain off-balance sheet assets or liabilities.) We will also accurately and clearly record and report factual information in research reports, inspection data, and performance report documents.
(5) I will not engage in personal activities unrelated to my work, such as solicitation activities for political, religious or other organizations, in the Company's facilities.

9. Mechanisms for Compliance with the Code of Conduct

9.1 Enforcing the Rules

(1) Each company of the Chugai Group shall promptly adopt this Code of Conduct as its own code of conduct, and shall take appropriate measures to ensure that all of its directors, officers, employees and other persons engaged in company business under contract read and understand this Code of Conduct.
(2) Directors and managers of each Chugai Group company shall instruct and supervise the employees under their control to comply with the matters set forth in this Code of Conduct.
(3) Each company of the Chugai Ro Group shall take necessary measures (including preventive measures) against violations to ensure compliance with this Code of Conduct.

9.2 Internal Reporting System

(1) Report or consult promptly with your supervisor, superior, the head of the Internal Audit Section, or the auditor regarding any conduct in violation of this Code of Conduct, regardless of whether you discover such conduct or whether you inadvertently commit it yourself.
(2) Except in cases where the report or consultation is maliciously slanderous or defamatory, the supervisor, superior, the head of the Internal Audit Section, or the auditor who receives the report or consultation shall not reveal the name, etc. of the person making the report or consultation without his/her consent, and shall ensure that the person will not suffer any disadvantages as a result of making the report or consultation.
(3) A compliance consultation service shall be established for cases in which the issue cannot be resolved by consulting with a supervisor, superior, the head of the Internal Audit Division, or a corporate auditor, or in cases in which it is difficult to consult with a supervisor, superior, the head of the Internal Audit Division, or a corporate auditor. In handling such cases, the Company will ensure the anonymity of the consultants and take thorough measures to prevent them from being harassed or retaliated against, and will strictly deal with those who harass or retaliate against them, including taking personnel actions.

9.3 Top Management's Responsibility

Top management will take the initiative to ensure that business operations are conducted in accordance with this Code of Conduct and based on corporate ethics and legal compliance. In the event that a violation of this Code of Conduct occurs, top management will personally take corrective measures to prevent recurrence.

10. Supplementary Provisions (Enactment, Revision and Repeal)

February 19, 2005 Establishment
Revised: December 1, 2016