Basic Policy and Concept
The Daiwa House Group has formulated Anti-Bribery Regulations and Identification Regulations to build a system to strictly prohibit and prevent bribery, money laundering, and other corrupt practices contravening the law. Furthermore, any behavior which, while not directly breaking the law, still promotes corrupt behavior and is ethically inexcusable is prohibited by various policies and rules such as the Daiwa House Group Principles of Corporate Ethics and Code of Conduct. The Group thereby stipulates that we shall conduct business by ensuring transparency and fairness.
Basic policies on prevention of bribery
The Daiwa House Group sets forth in the " Daiwa House Group Principles of Corporate Ethics and Code of Conduct " not only the policy on prohibition of bribery but also the requirement of fair competition. In particular, it specifically stipulates as the measures against bribery that "we shall not provide unfair advantages or make political contributions to public officials such as politicians and civil servants" and that "with regard to legal fund-raising or dinner parties, we shall not say or do anything that can be suspected improper based on the laws, ordinances and guidelines of each county and internal rules."
It also clearly stipulates that "even when entertaining, such as dinner parties or giving and receiving gifts, based on the laws, ordinances and guidelines of each country and internal rules, we shall do it to the minimum extent necessary and within social norms." Under such basic policies, all executives and employees share the awareness about the necessity of the suitable relationship with political and administrative entities.
Furthermore, as results of the overseas business expansion, the increase in the risk of offering bribes to foreign government officials accompanying such expansion and increased domestic and overseas desires to further improve the systems for preventing offers of bribes, we consider it necessary to further reinforce the system for prevention of offers of bribes. Additionally, for our business partners, our Supply Chain Sustainability Guidelines stipulates anti-corruption and encourages them to observe it, through which the entire supply chain works to prevent corruption.
①Development and determination of "Basic Policies on Prevention of Offers of Bribes" more specifically setting forth contents of "Principles of Corporate Ethics"
The Daiwa House Group signed the United Nations Global Compact, which stipulates that “businesses should work against corruption in all its forms, including extortion and bribery,” and participates in meetings of the Anti-Corruption Subcommittee. Additionally, under the Business Principles for Countering Bribery of Transparency International, the Guidelines for the Prevention of Bribery of Foreign Public Officials of the Ministry of Economy, Trade and Industry of Japan, and the Guidance on Prevention of Foreign Bribery of the Japan Federation of Bar Associations, the Group has developed the Basic Policies on Prevention of Offers of Bribes based on resolution of the Board of Directors, and stated that it prohibits any bribery because it hinders fair competition and aggravates social corruption.
②Establishment of "Anti-Bribery Regulations" and "Anti-Bribery Bylaws" setting forth management system
On the basis of the Basic Policies on Prevention of Offers of Bribes, we have established the Anti-Bribery Regulations and Anti-Bribery Bylaws in order to set forth the system, prohibited matters, procedures, etc., required to prevent our executives and employees from being involved in offers of bribes to public officials or deemed public officials throughout the Group.
Basic policy on fair trade
The Group has clearly stated that all executives and employees will abide by the principle of competition of a fair and free market in "Daiwa House Group Principles of Corporate Ethics and Code of Conduct" to share the awareness to strictly observe the Anti-monopoly Act (Act on Prohibition of Private Monopolization and Maintenance of Fair Trade) and subcontracting law (Act against delay in payment of subcontract proceeds, etc. to subcontractors).
Policy regarding political contributions
The Group has complied with the Political Funds Control Act. We never make any political donations to individual politicians, which is prohibited under the law. Also, we do not make donations, in principle, to specific political parties or political fund-managing organizations. However, if we consider making contributions, we will make sure that such donations do not conflict with the restrictions specified in Article 22-3, Paragraph 1 of the Political Funds Control Act (restrictions on donations made by companies subsidized by the government). With regard to the purchase of fund-raising party tickets, as set forth in Article 8-2 of the Act, we have made purchases in a legitimate manner. In addition, we properly make expenditures on lobbying activities pursuant to the corporate compliance principles
Guidelines for Transactions with Company for Own Interests of Directors, etc.
From the viewpoint of protecting the interests of shareholders, Article 11 of the "Corporate Governance Guidelines" sets forth the standards such as the "Guidelines for Transactions with Company for Own Interests of Directors, etc." to prevent the persons related to our Group, such as Directors and Auditors, and its major shareholders from conducting any transactions that may conflict with the interests of our Group or its shareholders through abuses of their positions.
The main rules of Anti-Bribery Regulations and Anti-Bribery Bylaws
1.Selecting and appointing a manager responsible for preventing offers of bribes
A Representative Director is selected and appointed as a director responsible for preventing offers of bribes, with the duty of establishing the anti-bribery system.
2.Establishing consultation hotline and whistleblower hotline
Our regulations stipulate hotlines for consultations to deal with specific cases of alleged briberies. We have also set up a whistleblowing hotline to receive information both in Japan and abroad, forming a system to gather a broad range of information on bribery.
3.Prohibiting offers of benefits, etc., to public officials, etc., in principle and allowing exceptions through procedures, etc., for getting prior approval
Our rules prohibit in principle the provision of cash and other benefits (offering entertainment or gifts, paying for the expense that public officials should bear themselves, giving donations, subsidies, or other rewards) to public officials or deemed public officials. Offers of benefits are exceptionally allowed only when certain conditions are met, such as obtaining prior approval of the legal manager.
4.Controlling third parties such as agents
When signing agreements with agents and other third parties, consideration must be given to such factors as integrity of the third parties, and validity of the purpose of the agreement and compensation. In addition, for agreements considered high risk, such as those with agents from countries with low scores on the Corruption Perceptions Index published by Transparency International and those with agents specified or introduced by public officials, we adopt a risk-based approach, whereby advance approval of a manager is required for signing the agreement.
5.Providing training
Under a risk-based approach, we provide education and training on the prevention of bribery. To executives and employees who are involved in businesses, sites, or transactions that are recognized as having a higher risk for bribery, more intense education and training are provided.
6.Conducting audits by the internal audit department
Following a risk-based approach, the internal audit department conducts audits to see how regulations are being implemented. For businesses and sites that are recognized as having a higher risk for bribery, more focused audits are conducted.
7.Reviewing them by management
The responsible director regularly verifies the effectiveness of the content and operational status of the anti-bribery system and makes revisions as necessary.
8.Taking disciplinary actions against persons violating the rules
The Anti-Bribery Regulations and Bylaws stipulate that violations thereof are subject to disciplinary actions.
9.Supporting the Group companies in improving their systems
The responsible director coordinates with Group companies to develop and maintain the anti-bribery system, in order to prevent bribery in the entire Group.
Management
The Group endeavors to prevent and detect any corrupt practices under the supervision of the Directors by developing internal monitoring systems such as the internal audit system and the whistleblower system in enforcing anti-corruption and complying with the principle of fair competition and trade. While it emphasizes the prohibition of offers of bribes in the “Daiwa House Group Principles of Corporate Ethics and Code of Conduct” and endeavors to improve awareness through executive and employee education, it periodically collects written oaths from all executives and employees so that it can prevent any corrupt practices. We started full-scale implementation of the Anti-Bribery Regulations and Anti-Bribery Bylaws in fiscal 2019. These regulations and bylaws explicitly set forth investigations on the risk of corruption for new agreements with suppliers, business partners, or agents, handling of agreements considered high risk, and procedures for reporting misconducts after they are discovered.
The regulations and bylaws will be ongoingly reviewed by the Board of Directors. In addition, we regularly conduct questionnaire surveys on corruption risks for overseas sites and provide trainings for executives and employees in sites with a high risk of corruption. In these and other ways, we concentrate our efforts on early detection of problems with anti-corruption and compliance with the principle of fair competition and trade.
Comprehensive anticorruption system
The Group stipulates in the “Daiwa House Group Principles of Corporate Ethics and Code of Conduct” that it shall ensure fair and free competition, establish suitable relationship with political and administrative entities, and exclude anti-social forces, and that it pledges not to commit any act that aggravates corruption.
To more specifically set forth these policies, we have formulated and implemented the Anti-Bribery Regulations, Identification Regulations, Regulations for Responding to Anti-social Forces and other rules. We seek to prevent any corrupt practices through holding seminars and circulating an internal notice to the effect that any act infringing the principle of fair competition such as an illegal price-fixing agreement is strictly prohibited. In addition, we have distributed "CASEBOOK," a booklet summarizing the company’s policies in an easily understandable way, to all executives and employees of the Group. The booklet introduces concrete case examples of corrupt practices and helps them better understand and heighten awareness of anticorruption.
