Compliance

The Marubeni Group believes that compliance goes beyond merely following the letter of the law. In its truest sense, compliance means corporations, as members of society, also living up to the expectations and earning the trust of all stakeholders and fulfilling their social responsibilities. Based on this belief, we conduct our business in a highly ethical manner.

Making Compliance the Top Priority

The Marubeni Group recognizes that “compliance” means more than observing laws and regulations.
A company is a member of society that must live up to the expectations of its stakeholders and act in a socially responsible manner. This is the real meaning of compliance: to ensure that all employees and executives have a strong awareness of their responsibilities and to ensure that all activities adhere to high ethical standards.
Marubeni has compiled the Marubeni Group Compliance Manual, which specifies the standards of behavior that Group employees are expected to follow in all of their daily work activities. Every year, the Company's employees and executives, as well as presidents of all Marubeni Group Companies, make a statement to adhere to the code expressed in this manual.
In the foreword to the manual, the top management sends a message that defines Marubeni's stance on compliance: “When you are faced with a choice between integrity and profit, choose integrity without hesitation.” Every Marubeni Group employee is expected to take this slogan to heart, and apply it in their daily work activities. The Company holds group training programs and e-learning programs on a timely basis to educate personnel in general compliance issues and to keep up to date on regulatory changes and economic and social trends. In addition, the Chairman of the Compliance Committee makes periodic visits to Marubeni Group Companies to raise compliance awareness. These and other measures help to ensure that all individuals in the Company possess the necessary understanding and awareness of compliance issues, and know-how to apply their knowledge. Overseas subsidiaries and offices develop their own compliance systems in accordance with the laws, regulatory structures and business customs of each country in which they operate, and also formulate and review their compliance plans every year.
Looking ahead, we will continue to strengthen compliance even further through a range of initiatives.

Compliance System

The Marubeni Group regards compliance to be a top management priority. In 2002, we strengthened our compliance system by establishing the Compliance Committee, which is directly overseen by the President, and creating the Compliance Manual. We have since continuously striven to improve the system. The activities of the Compliance Committee in the year ended March 31, 2017, included: (1) approval of the Compliance Committee activities plan for the year ended March 31, 2017, (2) review of the action plan for Business Groups, branches and offices for the year ended March 31, 2016 and reporting on the action plan for the year ended March 31, 2017, (3) studied applicable industry-specific laws and other regulatory requirements in the year ended March 31, 2017.
In January 2012, Marubeni entered into a Deferred Prosecution Agreement (DPA) with the U.S. Department of Justice (DOJ) in light of suspicion of violation of the U.S. Foreign Corrupt Practices Act (FCPA) with respect to a Nigerian LNG project Marubeni participated in from the late-1990s to mid-2000s. Accordingly, Marubeni appointed an independent compliance consultant, and implemented the revisions and reforms to its compliance systems. In February, 2014, the DOJ filed a motion to dismiss in U.S. federal court in which the DOJ stated that Marubeni improved its compliance program consistent with the DPA’s requirements, and the court granted the motion and dismissed the charge against Marubeni.
In March, 2014, Marubeni pleaded guilty to violate the FCPA and entered into a plea agreement with the DOJ with respect to making improper payment to Indonesian government officials in relation to a project to expand the coal-fired power plant located at Tarahan, Indonesia. In May, 2014, the U.S. federal court accepted the plea agreement.
For the purpose of ensuring an even more dedicated and thorough implementation of the compliance program of the Marubeni Group, Marubeni has newly established a “Compliance Control Department” effective as of May 2014. Marubeni is taking this matter seriously and is committed to continuing to thoroughly implement and enhance its anti-corruption compliance program.

Organizational Diagram for the Marubeni Group Compliance System

Organizational Diagram for the Marubeni Group Compliance System

Compliance Systems of Domestic Marubeni Group Companies

Each company within the Marubeni Group has been developing its own compliance system customized to its own business activities. Every year, the Chairman of the Compliance Committee visits the main Marubeni Group Companies to be briefed on their activities and to talk to them directly about the importance of compliance.

Compliance Systems of Overseas Offices and Subsidiaries

Overseas offices and subsidiaries have also been creating compliance systems customized to suit the laws and business practices of their respective countries. Overseas offices and subsidiaries have reviewed their compliance action plans for the year ended March 31, 2016 and formulated their compliance action plans for the year ended March 31, 2017.

Compliance Access Points

If misconduct does occur within a company, it is important that it be curtailed at the initial stage. For this reason, a system is required whereby, if a problem arises, it is communicated immediately to top-level management via reporting lines. While the Marubeni Group aspires to create an open and free environment where any person can seek advice on any topic, for some matters, reporting through ordinary means may be difficult.
To address this situation, the Marubeni Group established compliance reporting and consultation hotline, by which all members of the Marubeni Group can consult directly or indirectly with the Compliance Committee. This ensures that reports and consultations are held in the strictest confidence and will not become the basis for any unfair treatment.

  • (1) Door of Courage
    The Door of Courage is an access point for general compliance matters. It is available to the executives and employees of Marubeni Group Companies. All the executives and employees can make reports or seek consultations with one of the two external legal counselors (one male and one female).
  • (2) Marubeni Anti-Corruption Hotline
    The Marubeni Anti-Corruption Hotline is an access point for concerns relating to bribery and other serious crimes. It is available to the executives and employees of Marubeni Group Companies and our business partners.

With the aim of making Door of Courage and Marubeni Anti-Corruption Hotline (collectively called the “Compliance Access Points”) known as widely as possible, the Compliance Access Points are introduced at every opportunity, such as during training programs. Also, the “Compliance Access Points” Q&A has been posted on the Marubeni intranet and extranet to create a more user friendly environment.

Rules on reporting to and consulting with a Compliance Access Point

  1. In principle, a person filing a report or requesting a consultation should provide his/her name, which shall remain confidential; provided, however, that a report or consultation through the Marubeni Anti-Corruption Hotline can be made anonymously. The outside legal counsel would not disclose the name of the reporter to the Compliance Committee if the reporter would not wish to be disclosed his/her name.
  2. The company guarantees that the reporting person shall not in any way be prejudiced or reprimanded because of his/her decision to honestly report or consult in accordance with the established lines of his/her organization or by use of a Compliance Access Point. For the employees of the Marubeni Group Companies, the Group and Branch Office Compliance Officers shall adequately instruct and supervise the Marubeni Group Companies to guarantee the same protection.
  3. Anyone who believes that the company has not acted in accordance with rule 2) above may consult with the Compliance Committee.
  4. In principle, the Compliance Access Point shall provide the reporter with details of its findings in relation to any matter reported to it and any matter upon which they have been consulted, if such report or consultation is made by a person in one of our Group Companies. However, in some cases this may not be possible.
  5. In principle, the Compliance Committee shall inform the person who is suspected of compliance violations that it has received a report or consultation regarding his/her conduct, if required under the laws and regulations of the country which are applicable to such suspected person.

Compliance Statement of the Marubeni Group

The Compliance Manual is distributed to all executives and employees of Marubeni Corporation, as well as all executives and employees of each of the domestic Marubeni Group Companies. An electronic copy is published on our intranet and extranet, and is made publicly available via our website.
In the year ended March 31, 2017, following the publication of the 13th edition of the Compliance Manual, all Marubeni executives and employees were asked to make a statement to adhere to its precepts as a measure to renew their awareness of compliance.

“When you are faced with a choice between integrity and profit, choose integrity without hesitation.”

If we do not follow this direction and choose an easy option that results in our corporate brand being damaged, it will take a long time and a lot of energy to restore our brand. We shall not take short-cuts in the pursuit of a quick profit, rather we shall choose the right pathway even if it involves a detour, taking one step at a time.

Each and every one of you should re-assess your position to confirm that your pathway:

  • does not violate any law;
  • is one that you can tell your family about with confidence;
  • is one that you would be happy for your children to adopt;
  • is one that you can be proud of if it be reported in the newspapers or on TV;
  • does not enable others to take advantage of our weakness;
  • is not a shortcut that allows you to enjoy an easy life at the expense of others.

If you are ever in any doubt as to any of the above, please revisit this compliance manual.

Compliance Committee

(Excerpt from the Compliance Manual)

In the Compliance Manual, the Marubeni Management Philosophy calls for fair and upright corporate activities in accordance with the spirit of the Company Creed of “Fairness, Innovation, and Harmony.” Accordingly, the Compliance Manual stipulates specific provisions under such headings as “Compliance with Antimonopoly Act and Related Laws and Regulations” and “Prohibition of Unfair Competition.” Moreover, we will stand firm against anti-social organizations and threats to social order and public security, and will never form or foster relationships with any organization that poses such threats. To this end, the Compliance Manual provides detailed guidelines regarding the prohibition on conferring benefits on anti-social organizations, the prohibition on money laundering, and other related issues.

Compliance Manual

Compliance Education and Training

The Marubeni Group has developed the Compliance e-Learning Training Program to provide staff with the knowledge required to put compliance into effect. As of March 31, 2017, a total of 14,000 people from 85 Marubeni Group Companies have participated in the program.
E-learning training programs and group training programs are also provided to keep our staff updated on revisions to applicable laws and regulations, as well as economic developments and social movements. These theme-based training sessions are provided as required to be timely and include such topics as intellectual property rights, subcontractor regulations (specifically, the Act against Delay in Payment of Subcontract Proceeds, etc., to Subcontractors), and document administration. Other topics include insider trading regulations, the Waste Management and Public Cleansing Act, cartel countermeasures, and anti-bribery measures. Compliance is also a subject taught on other occasions, such as at group training sessions conducted by each business group, orientation for new employees, and job grade-specific training courses.
To ensure compliance at overseas offices, group training courses were also conducted at our major branches and offices.

Enhancement of the Administration System for Industry-Specific Laws

Marubeni and Marubeni Group Companies conduct an annual study on industry-specific laws to ensure their complete observance. To facilitate this, we have created flowcharts for specific business transactions and identified the relevant industry-specific laws involved in each, while preparing lists of compliance issues and permits and licenses related to each of these laws. Every year, we review these lists to ensure compliance. In addition to this, Marubeni and some Marubeni Group Companies have introduced quick notification and law search systems, with the aim of strengthening responses and management systems for each industry-specific law.

Product Safety Management

Marubeni has established a product safety management system, based on internal company regulations, that stipulates the structure, system and other items related to product safety management. Each business group generates its own Product Safety Management Manual to ensure the safety of the products traded by the Marubeni Group.

Anti-Bribery Handbook

In accordance with our motto of "Fairness, Innovation, and Harmony", and as part of this management philosophy, Marubeni Group is proudly committed to contributing to social and economic development and to conservation of the global environment by conducting fair and transparent corporate activities. “Fairness” means “to be fair and decent”, which we consider is the spirit of compliance.

Compliance is the Marubeni Group’s top priority. We believe that transactions that involve unlawful conduct are not only unnecessary, but also harmful to Marubeni Group’s interests.

In recent years, an increasing number of companies in both developed countries and emerging countries are refusing to tolerate bribery. Marubeni Group, as a global enterprise, also has a strong interest in actively working towards the prevention of bribery.

As a part of this effort, we have the “Anti-Bribery Handbook”. This handbook requires all executives and employees of the Marubeni Group worldwide to adopt and follow robust anti-bribery practice.

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