Basic Ethics Policy
"Respect for International Standards, and Compliance with Laws, Business Ethics, and in-house rules"
The ROHM Group will conduct its business observing the laws, business ethics, and in-house rules in order to continue to gain the trust of various stakeholders as a company in compliance with the laws. The Group will also, in line with the globalization of business activities, respect international standards of conduct.
- 1. Conduct guidelines
- The ROHM Group shall act as specified below in accordance with the basic policy.
- 1.1 Fair action:
- The ROHM Group recognizes that a corporation is a public entity of society and responsible for acting honestly and fairly at all times based on social common sense and the awareness that each individual employee represents the Company.
- 1.2 Compliance with laws and regulations, and business ethics:
- The ROHM Group shall always conduct business activities in good faith and with a law-abiding spirit and solid understanding of ethics. The Group shall strive to constantly collect the related laws and regulations of each country and other information needed for business activities, and to gain a better understanding thereof. In addition, the Group shall establish in-house rules corresponding to the related laws and regulations, and strive to ensure the full awareness of and compliance with those in-house rules.
- 1.3 Compliance hotline and whistle-blower protection:
- The ROHM Group shall, by following the provisions of in-house rules, establish a contact point (e.g. compliance hotline) to which Group employees may report business activities that they suspect may be in violation of related laws and regulations or business ethics. Furthermore, in the event of any violation or suspected of any conflict-of-interest transactions, the ROHM Group shall immediately implement corrective action to prevent the occurrence or recurrence of the foregoing act, and shall strictly deal with the violation. In addition, the Group shall not subject persons or groups who deny any violations and who report violations or suspected violations to disadvantageous treatment, on the grounds of such reporting.
- 1.4 Prevention of bribery and corruption:
- The ROHM Group shall, by following the provisions of in-house rules and agreeing with the spirit of corruption prevention required by international standards of conduct, commit no act for the purpose of or that may be suspected of not bribing governmental agencies or officers or employees thereof, or politicians of any country, in order to continue transparent and honest business activities. Any corruption, extortion and embezzlement are also strictly prohibited.
- 1.5 Prohibition of excessive business entertainment:
- The ROHM Group shall observe the provisions of in-house rules by not giving any gifts or providing any food, drink, or other economic benefits that are socially unacceptable. Furthermore, the Group shall be most cautious with any offers of entertainment and/or gifts from suppliers, and shall not accept any personal benefits, based on the clearly established policies and monitoring procedures of each country and region.
- 1.6 Disclosure of information:
- The ROHM Group shall disclose to stakeholders not only information in accordance with related laws and regulations, but also information on social connections of the Group, including company missions and policies, business activities, and social contribution activities in a positive, fair, appropriate, and timely manner.
- 1.7 Intellectual property rights:
- The ROHM Group shall strive to enhance its corporate value by upgrading technologies unique to each individual division and appropriately acquiring and using the rights to the Group's own intellectual properties. In addition, the Group shall respect and shall not use the intellectual property rights of third parties without permission, nor abuse the Group's own rights.
- 1.8 Implementation of fair business activities:
- In expanding business on a global scale, the ROHM Group shall observe the provisions of in-house rules and respect free market competition as a part of conducting fair business activities. The Group shall comply with related laws and regulations, social ethics, and contract provisions, and shall not pursue an increase in sales or income by means contrary thereto. The Group shall not conduct any transactions that violate related laws and regulations, social ethics, and/or contract provisions, including agreements that restrict competition with other companies in the same trade (i.e., cartelling), bid rigging, fictitious transactions, and selling price restrictions. Furthermore, the Group shall comply with import/export-related laws and regulations for the peace and safety of the international community.
- 1.9 Fair and appropriate expression:
- The ROHM Group shall use fair and appropriate expressions in public relations and advertising activities in compliance with related laws and regulations and based on the facts at all times. In addition, the Group shall observe public order and morality, and shall not use any unjust expressions that constitute false information, slander, social discrimination, or infringement of human rights.
- 1.10 Non-use of conflict minerals:
- In the interesting of protecting human rights, the ROHM Group shall not use in products any conflict minerals that have helped to finance armed groups that have conducted inhumane acts in conflict regions.
- 1.11 Confidential and personal information management:
- The ROHM Group shall strive to thoroughly manage the Group's confidential information obtained in the course of business activities, any third parties' confidential information acquired through business partnerships, information related to the privacy of concerned persons, and personal information, in accordance with the provisions of in-house rules.
- 1.12 Fair accounting and disclosure:
- The ROHM Group shall appropriately record and report information based on fair accounting practices and facts, and shall properly make tax payments in accordance with related laws and regulations. The Group shall takeinto account the interests of all stakeholders and respect the positions thereof, in order to build and enhance relations of mutual trust through the disclosure of information.
- 2. Management System:
- The ROHM Group shall build a management system to observe this Ethics Policy and work on the continual improvement of this Policy. The management system shall be designed to ensure compliance with applicable international standards of conduct and related laws and regulations, and the identification and mitigation of operational risks related to this Policy.
- 2.1 Responsibility:
- The ROHM Group shall operate the management system in accordance with the Labor Policy approved by top management as provided for in-house rules.
- 2.2 Identification of representative:
- The ROHM Group shall identify an internal representative responsible for ensuring implementation of the management system and related items, and the top management shall carry out periodic reviews of the status of the management system.
- 2.3 Statutory and customer requirements:
- The ROHM Group shall define the procedures for identifying, monitoring, and understanding international standards of conduct, related laws and regulations, and customer requirements.
- 2.4 Risk assessment and management:
- The ROHM Group shall define the procedures for identifying risks involved in the Group's business activities, determining the relative significance of each risk, managing the identified risks, and complying with related laws and regulations.
- 2.5 Improvement objectives:
- The ROHM Group shall define improvement objectives and implementation plans, and periodically assess and review the achievement of those objectives, in order to fulfill its social responsibilities.
- 2.6 Training:
- The ROHM Group shall provide training to employees to implement the improvement objectives in accordance with the Ethics Policy, and to meet requirements of international standards of conduct and related laws and regulations, as well as customer requirements.
- 2.7 Communication:
- The ROHM Group shall define the procedures for communicating this Ethics Policy, improvement objectives, and the assessment of the achievement thereof to employees, suppliers, and customers in an accurate and understandable way.
- 2.8 Feedback and participation of employees:
- The ROHM Group shall define the procedures for assessing employee comprehension of matters provided for in this Ethics Policy, obtaining employees feedback effectively, and making sustained improvements to this Policy based on those assessment results.
- 2.9 Audit and assessment:
- The ROHM Group shall conduct periodic self-assessments to ensure conformity to international standards of conduct, related laws and regulations, and customer requirements.
- 2.10 Corrective and preventive actions:
- The ROHM Group shall define procedures for correcting and preventing within an appropriate period of time the recurrence of defects/inadequacies detected in the course of internal or external audits.
- 2.11 Documentation and records:
- The ROHM Group shall create and retain records related to the management system in accordance with the provisions of in-house rules and related regulations.
- 2.12 Supplier responsibility:
- The ROHM Group shall define procedures for communicating requirements provided for in this Ethics Policy to suppliers and monitoring the compliance of the suppliers with this Policy.
ROHM Group Business Conduct Guidelines
The ROHM Group translates its Business Conduct Guidelines, which clarify basic ethical rules that must be observed in daily business activities, into seven languages and promotes their use at all group companies. In addition, opportunities for employee education at the company, such as workshops and legal e-learning, along with awareness-raising activities are offered to increase and ensure compliance.
A Compliance Committee has been formed under the CSR Committee to promote compliance throughout the Group. The Committee is chaired by a director and the committee members are the heads of related departments. A full-time auditor and head of the Audit Division also attend the committee meetings as observers. The Legal Affairs Office acts as the secretariat for the Committee and performs quarterly checks of the revision and abolition of the laws and regulations applicable to each company in the ROHM Group and of the situation of compliance with them. It also works through measures such as ethics risk assessments to maintain and reinforce the attitude on compliance throughout the Group.
Education and Training
In addition to level-based compliance seminars for everyone from new recruits to group leaders, assistant managers, and managers, ROHM continuously holds internal compliance education activities, including workshops based on individual themes such as the Personal Information Protection Law, the Antitrust Law, the Subcontract Act, the Financial Instruments and Exchange Act (to prevent insider trading), and Product Liability Law, as well as provide legal e-learning and other classes for employees.
At bases both in Japan and overseas, the legal affairs department visits local areas to implement training suitable for the characteristics of the base or region concerned. For example, the approach of each country to legal violations such as cartels has become stricter in recent years, so the ROHM Group has defined its own "Guidelines for contact with rival companies." The guidelines are translated into the languages of each country and distributed and there are also explanatory meetings held at the local sites.
|Education or training theme||Base, country or region where implemented||Target recipients|
|Guidelines on contact with rival companies Explanatory meeting||Each Group company in Japan and overseas||Each department manager, each sales employee, etc.|
|Compliance Training Program||Overseas Group companies||All employees|
(Bribery Prevention) Measures
The ROHM Group established Regulation on Prevention of Bribery and aims to eliminate corruption in all affiliated companies in Japan and overseas. In addition to conducting bribery prevention briefings in level-based training courses and e-learning for all employees at ROHM Headquarters.
As a whistleblowing system, ROHM has established a compliance hotline that has an external legal office as a contact point. Reports and consultation about compliance violations in the Group in Japan are accepted from all employees, including non-regular employees, to work for the early discovery of violations and the implementation of appropriate responses. Compliance hotlines have also been established at affiliated companies overseas. There is also a compliance hotline for trading partners established by ROHM and the major production companies in Japan and overseas. Internal rules have been defined for the operation of the whistleblowing system, such as regarding secrecy and the prohibition of disadvantageous treatment due to reporting. Efforts are made to publicize the contact point on noticeboards and in internal training.