Governance

Corporate Governance

Basic concept

In order to continuously enhance corporate value, Tosoh strives to build an efficient organizational structure that can respond quickly to changes in the business environment and to conduct sound corporate management that is fair and highly transparent. While respecting the purpose and spirit of the Corporate Governance Code, we continuously seek the optimal form of corporate governance for Tosoh.

>Corporate Governance Report

Bolstering and Changes in Corporate Governance

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Corporate governance structure

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Overview of Committees (as of June 30, 2023)

Committee Composition Frequency of meetings (actual results for FY2023)
Board of Directors 9 (4 of whom are external directors)
Chaired by the president
Once or twice/month (15 times)
Audit and Supervisory Board 4 (3 of whom are external directors) Once or twice/month (15 times)
Nomination and Compensation Advisory Committee 6 (4 of whom are external directors)
Committee chaired by an external director
9 times
Management Committee 7Executive officers at the managing director level and above
Chaired by the president
Once/week in principle (30 times)

Board of Directors

As of June 30, 2023, Tosoh’s Board of Directors consists of nine directors, including four external directors, one of whom is female. In principle, the Board meets at least once a month. Based on laws and regulations, the Articles of Incorporation, and the Board of Directors Regulations, the Board of Directors makes decisions on business planning, strategy, and other important management matters. It also oversees the performance of duties by each director and executive officer. In addition, the board makes decisions concerning appointments, dismissals, and division of duties for executive officers.

Key discussion topics by the Board of Directors in Fiscal 2023

  • Management strategy, consolidated management, and CSR
  • Financial results, finances, and guarantees
  • Human resources and organizational reform
  • Operations for all organizations
  • Internal controls, auditing, and compliance
  • Individual matters
  • Other topics mandated by laws and regulations

Attendance at Board of Directors meetings (FY2023)

Name Position Attendance at Board of Directors meetings
Mamoru Kuwada Representative director and president1 100%
(all 15 meetings)
Katsushi Tashiro Representative director and senior executive vice president 100%
(all 15 meetings)
Toru Adachi Director and executive vice president 100%
(all 15 meetings)
Satoru Yonezawa Director and executive vice president 100%
(all 12 meetings)
Toru Doi Director and senior vice president 100%
(all 15 meetings)
Toshinori Yamamoto Director and advisor 100%
(all 3 meetings)
Tsutomu Abe External director 100%
(all 15 meetings)
Keiichi Miura External director 100%
(all 15 meetings)
Yoshihiro Hombo External director 100%
(all 15 meetings)
Mariko Hidaka External director 100%
(all 15 meetings)
Kouji Kawamoto Internal auditor 100%
(all 15 meetings)
Makoto Okayama Internal auditor/External director 100%
(all 15 meetings)
Tetsuya Teramoto Internal auditor/External director 100%
(all 15 meetings)
Tsuneyasu Ozaki Internal auditor/External director 93%
(14 of 15 meetings)

1. Appointed on June 24, 2022
2. Resigned on June 24, 2022

 

Attendance at meetings of the Audit and Supervisory Board (FY2023) 

Name Position Attendance
Kouji Kawamoto Internal auditor 100%
(all 15 meetings)
Makoto Okayama Internal auditor/External director 100%
(all 15 meetings)
Tetsuya Teramoto Internal auditor/External director 100%
(all 15 meetings)
Tsuneyasu Ozaki Internal auditor/External director 100%
(all 15 meetings)

Audit and Supervisory Board

The Audit and Supervisory Board consists of four auditors (as of June 30, 2023), including three external auditors who are familiar with corporate management or have considerable knowledge of legal, financial, and accounting matters. As a general rule, the Audit and Supervisory Board meets at least once a month to audit how the directors execute their duties. Each auditor attends meetings of the Audit and Supervisory Board and other important meetings in accordance with the audit policy and allocation of duties determined by the Audit and Supervisory Board, receives reports from directors and employees regarding the performance of their duties, requests explanations as necessary, inspects important approval documents, and examines the status of operations and assets at headquarters and principal industrial complexes. With regard to subsidiaries, the company communicates and exchanges information with directors and auditors of subsidiaries and receives reports on their operations as necessary. In addition, the Audit and Supervisory Board has established a secretariat in order to strengthen the function of the auditors in the execution of their duties.

External Directors and Auditors

Tosoh appoints external directors with exceptional experience and insight to oversee corporate governance. These external directors monitor the execution of company business from a neutral and objective point of view. Tosoh has established its proprietary Criteria for the Independence of External Directors and Corporate Auditors, and refers to these criteria when determining whether independence is ensured. External directors attend meetings of the Board of Directors and other bodies and receive regular explanations and reports to carry out supervision and auditing.


External Director and Auditor Support Structure

1. External director support structure

The secretariat explains the detailed agenda for discussion at Board of Directors meetings to external directors in advance. They receive regular reports on critical meeting topics from department heads, while having domestic and overseas location tours and meetings with accounting auditors. Through these efforts, our external directors learn more about our business, identify issues and risks, and make comments at Board of Directors meetings based on their findings.

2. External auditor support structure

At Board of Auditors meetings, internal auditors report and share information obtained through daily audits with external auditors, including topics discussed in management and other critical meetings and the results of on-site audits. External auditors also attend corporate auditor audits at domestic and overseas locations as necessary. Corporate auditors distribute materials and explain the agenda items to be discussed before Board of Directors meetings. External auditors also meet with the accounting auditors and the Internal Control Committee to receive audit plan progress and results reports. Through these efforts, external auditors help ensure our audits are adequate.

Executive officer system

Tosoh introduced the Executive Officer System with the aim of separating management decision-making from supervisory and executive functions, thereby accelerating and streamlining decision-making. Clarification of the roles and responsibilities of business execution has made possible a management structure that can respond to rapid changes in the business environment. As of June 30, 2023, there were 27 executive officers, five of whom were also serving as directors.

Nomination and Compensation Advisory Committee

To strengthen corporate governance, Tosoh established the Nomination and Compensation Advisory Committee in June 2019 as an advisory body to the Board of Directors. The committee serves to ensure fair and transparent procedures regarding the nomination and compensation of directors, auditors, and executive officers. As of June 30, 2023, the committee consists of six directors, including four external directors, and is chaired by an external director.

Items to be discussed are as follows.

  1. Matters to be proposed at the General Meeting of Shareholders concerning nominations of candidates for directors and corporate auditors
  2. Matters concerning the selection and dismissal of representative directors
  3. Matters related to the selection and dismissal of executive directors
  4. Matters concerning the selection and dismissal of managing directors
  5. Matters concerning the appointment and dismissal of executive officers
  6. Matters concerning the selection and dismissal of executive officers
  7. Matters related to succession planning (including training) of the president and representative director
  8. Matters related to remuneration for directors and executive officers
  9. Other matters related to nomination and compensation

Activities of the Board of Directors and the Nomination and Compensation Advisory Committee

Activities in the process of determining the amount of compensation for directors and officers in fiscal 2023 included three meetings of the Board of Directors and three meetings of the Nomination and Compensation Advisory Committee. The Board of Directors reviews the remuneration system for directors and revises remuneration packages based on the Nomination and Compensation Advisory Committee report.

Total executive compensation in FY2023

Officer classification Total amount of remuneration and other compensation (millions of yen) Total amount of remuneration and other compensation by type (millions of yen) Number of eligible officers
Basic compensation Performance-based compensation Non-monetary compensation
Directors
(external directors in parentheses)
380
(48)
233
(48)
124
( - )
22
( - )
10
(4)
Auditors
(external auditors in parentheses)
69
(45)
69
(45)
( - ) ( - ) 4
(3)

*The above figures include one director who retired at the conclusion of the General Meeting of Shareholders held on June 24, 2022.

 Management Committee

The Management Committee consists of seven directors and group heads (as of June 30, 2023) who also serve as executive officers, and meets once a week in principle. The Committee deliberates in advance on matters to be discussed at Board of Directors’ meetings and on important matters related to the overall management of the Group, and has established a system to facilitate appropriate and efficient management decision-making.

Management Liaison Committee

The Management Liaison Committee comprises directors (including external directors), internal auditors, and divisional, departmental, and office general managers. As a general rule, it meets twice a month. All divisions report on their business, while managers explain items subject to approval and communicate other important matters.

Company-Wide Committees

Tosoh has established various committees to ensure the effective functioning of corporate governance. In addition, they also make regular submissions and reports to the Board of Directors.

Committee Overview FY2023
Number of events
CSR Committee Chaired by the president, the CSR Committee consists of members of the Management Committee, the head of the administrative division at headquarters, and chairpersons of company-wide committees, and is responsible for formulating CSR activity policies and managing progress on key CSR issues. The committee reports and deliberates on specific issues related to CSR initiatives and measures. 2 times
Internal Control Committee Chaired by an executive vice president of Tosoh Corporation, the Internal Control Committee works to respond to the internal control reporting system for financial reporting under the Financial Instruments and Exchange Act and the internal control system required by the Companies Act. In addition, the committee regularly evaluates and amends the status of the development and operation of internal controls. 4 times
Compliance Committee Chaired by an executive vice president of Tosoh Corporation, the Compliance Committee is responsible for establishing the compliance system, formulating various measures such as education, and operating the internal reporting system. The committee also periodically evaluates and amends the status of the compliance promotion plan and the operation of the internal reporting system. 2 times
RC Committee Chaired by a senior vice president of Tosoh Corporation, the RC Committee works to establish a system for promoting RC and formulate RC annual policies. The committee also conducts RC audits on a regular basis to understand the activities of each division. 1 time
Export Supervision Committee Chaired by the representative director of Tosoh Corporation, the Export Supervision Committee is responsible for formulating various measures for compliance with the Foreign Exchange and Foreign Trade Act, the basic policy stipulated in security export control regulations. The head of the export department is assigned to also serve as the head of the operational business unit. 1 time
Fair Trade Compliance Committee Chaired by a senior managing director of Tosoh Corporation, the Fair Trade Compliance Committee is responsible for establishing internal regulations and manuals regarding compliance with the Antimonopoly Act and the Act Against Delay in Payment of Subcontract Proceeds, etc. to Subcontractors, and formulating measures for implementation, while the secretariat ensures that all employees are fully aware of the importance of compliance through internal education and training. The committee also reports and deliberates on specific cases related to compliance with the law and measures to deal with them. 1 time
CO2 Reduction and Utilization Promotion Committee Chaired by the president of Tosoh Corporation, the CO2 Reduction and Effective Use Promotion Committee is responsible for planning and formulating policies on important issues related to CO2 reduction and effective use from the perspectives of both technology and cost. In addition, the committee regularly reports and deliberates on specific issues related to planning and measures to deal with them. 2 times
Cyber Security Committee Chaired by an Executive Vice President and comprising the heads of the Manufacturing, R&D, Security, Facilities Management, IT, and Auditing Divisions, the Cyber Security Committee formulates various policies and manages progress related to general cybersecurity. It also regularly reports and deliberates on assessments of specific responses and related countermeasures. 1 time

Analysis and evaluation of the effectiveness of the Board of Directors

To improve the effectiveness of the Board of Directors as a whole, Tosoh conducts an analysis and evaluation every year and discloses a summary of the results. To ensure objectivity and transparency, Tosoh conducts an analysis and evaluation every year of the effectiveness of the Board of Directors as a whole, with directors and internal auditors being surveyed regarding the composition and operation of the Board, with the advice of a third-party organization.

A summary of the analysis and evaluation results for fiscal 2023 is as follows.

Initiatives in fiscal 2023

  • In December, we held free discussions based on reports from corporate departments (Production Engineering and Corporate Planning & Consolidated Management Departments), aiming to further discussions on our business portfolio and medium- to long-term management vision.
  • In response to the TCFD, we held an executive seminar for the Board of Directors with a presentation titled “Major Trends on Climate Change Issues and Responses to TCFD Propositions.”
  • Since the July 2022 Board of Directors meeting, the heads of the Chlor-Alkali Group and the Specialty Group have been present to explain matters under their charge at every meeting.

Evaluation results for fiscal 2023 and future initiatives

Evaluation results

The overall result of the analysis and evaluation is that the Board of Directors as a whole is currently fulfilling its roles and responsibilities in an effective manner. The primary reasons the Board of Directors is evaluated as generally fulfilling its roles and responsibilities effectively are as follows:

1. Maintaining a balanced composition of internal and external directors diverse in their knowledge, experience, expertise, work history, gender, and more

2. Risk management, based on necessary and sufficient reporting and continued monitoring and supervision of business execution, has been appropriate

3. Management of the Board of Directors, including the frequency of meetings, scope of agenda, deliberation time, volume of materials, timing of distribution, and related matters, has been appropriate

Future initiatives

The main question newly added to the questionnaire was whether discussions and exchanges of opinions on sustainability and the company’s business portfolio are effectively being conducted. The responses indicate that a certain amount of discussion is taking place concerning basic sustainability policy and improvement efforts, such as responding to ESG and the SDGs. Meanwhile, there are also comments that call for further efforts for increase the depth of discussion on the business portfolio, and we will continue discussions on these issues. Moreover, in light of changes in the environment surrounding companies and social demands on the Board of Directors, Tosoh asks respondents to freely write comments on themes that should be discussed at future Board of Directors meetings. Tosoh will continue to work tirelessly to implement initiatives based on the results of our analysis and evaluation so as to contribute to sustainable growth and the enhancement of corporate value.

List of Directors and Auditors (from June 23, 2023)

Name Position
Mamoru Kuwada Representative director and president
Toru Adachi Director and executive vice president
Toru Doi Director and senior vice president
Akihiro Yoshimizu Director and executive vice president
Takehiko Kamezaki Director and executive vice president
Tsutomu Abe External director
Yoshihiro Hombo External director
Mariko Hidaka External director
Yukimasa Nakano External director
Satoru Yonezawa Internal auditor
Makoto Okayama External auditor
Tetsuya Teramoto External auditor
Tsuneyasu Ozaki External auditor

 

Directors’ Skill Matrix

Board Members  Corporate Management Finance and Accounting Legal, Compliance and Risk Management Sales and Marketing Manufacturing, R&D, and Technology Internationality and Diversity Human Resources and Labor Environment and Society
Directors         Mamoru Kuwada      
Toru Adachi      
Toru Doi        
Akihiro Yoshimizu          
Takehiko Kamezaki          
Tsutomu Abe        
Yoshihiro Hombo      
Mariko Hidaka        
Yukimasa Nakano        
Auditors    Satoru Yonezawa        
Makoto Okayama        
Tetsuya Teramoto        
Tsuneyasu Ozaki          

*This is not a comprehensive representation of the skills of the directors.

Internal control

Tosoh believes establishing an internal control system is essential for effective corporate governance. Thus, we have enacted the Basic Policy for Establishing an Internal Control System through a resolution of the Board of Directors. The Internal Control Committee, chaired by an executive vice president and comprising the general managers of corporate divisions, meets four times a year to address the internal control reporting system for financial reporting under the Financial Instruments and Exchange Act and the internal control system required by the Companies Act. The committee regularly assesses our internal control system and operations and corrects issues as they arise.

  • Basic Policy on Internal Control System
  • Basic Policy for Establishing Internal Control System

Internal auditing

As part of our internal control monitoring, Tosoh has established an Auditing Office specializing in internal audits to conduct audits independently from those of our corporate auditors and accounting auditors. Under the annual audit plan, the Auditing Office assesses compliance with applicable laws, regulations, and company rules, as well as the effectiveness and efficiency in maintaining and operating internal control systems. It reports audit findings to the president and auditors, with regular audit reports to the Board of Directors.

The Auditing Office works to improve the efficiency and effectiveness of audits by conducting interviews with divisions that have internal control functions and with the divisions responsible for group company operations to identify risks. It regularly audits approximately 100 departments (including production departments, laboratories, branch offices, and domestic and overseas group companies). It also shares information and discusses issues with the accounting auditors as appropriate.

Political cross-shareholdings

Tosoh holds shares in its business partners to maintain and develop business relationships. Every year, the Board of Directors confirms the rationale of these holdings and whether their benefits are commensurate with the cost of capital. As a result of these reviews, the Board of Directors considers the sale of stocks unlikely to be profitable, improve future business relationships, or enhance corporate value. In fiscal 2023, we sold all holdings in six companies and partial holdings in three companies based on these reviews.

Cross-shareholdings and year-end balances

    FY2023     
Acquired  Sold  Year-end balance 
No. of issues Acquisition value
(millions of yen)
No. of issues Sale value
(millions of yen)
No. of issues Year-end balance
(millions of yen)
Unlisted shares 3 256 2 39 78 4,913
Shares other than unlisted shares 7 3,123 59 31,529

Organo Corporation, a listed subsidiary, is primarily engaged in water treatment engineering. This subsidiary maintains its listing by ensuring independence in its unique business domain and corporate culture, maintaining and enhancing its brand, and conducting separate HR recruitment. In advocating dual management, Tosoh is working to develop and strengthen business groups that compensate for the earnings volatility risk of its commodity business. The subsidiary’s water treatment engineering business plays a vital role in Tosoh’s business portfolio and reinforces the dual management approach.


Messages from External Directors

Weathering the Storm as a Chemical Manufacturer Indispensable to Society

In fiscal 2023, the first year of our medium-term management plan got off to a smooth start. In his inaugural address in March 2022, President Kuwata stated, “The weather is clear, but the waves are high.” External conditions, including the COVID-19 pandemic and the Ukraine invasion, represent these high waves, and a single misjudgment could have resulted in a challenging year. However, I highly appreciate how we have accomplished our business per the medium-term management plan under such circumstances. Naturally, we must not let our guard down and remain vigilant of various risks. I will personally make recommendations to maintain our progress through the second year of our medium-term management plan, leveraging my experience in overcoming difficult circumstances.

As a chemical manufacturer, we may struggle to achieve our goals while acting fast in the face of climate change and other issues. We must quickly catch up with developments in the ever-changing business environment and devise ways of doing things that only we can.

Our products are used in various basic raw materials and products that support our daily lives. They are all stones in the foundation of a sustainable and prosperous society. With such an indispensable brand, we should look forward to further growth.

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Tsutomu Abe
External Director

Evaluating Appropriate Management Decisions Reflecting the Times and Environment

The Board of Directors actively seeks the opinions of external directors and auditors, demonstrating its increasing commitment to clearly articulating the company’s policies. In addition to the goal of balancing CO₂ reduction and business growth, discussions are becoming more active on themes such as reinforcing our dual management approach. One of the most memorable discussions at the Board of Directors meeting in fiscal 2023 was the decision to postpone our overseas investment in the chlor-alkali business we have been pursuing in Southeast Asia. While we have an opportunity to significantly expand our business in an ASEAN region that promises growing demand, we must also advance our response to decarbonization. Another subject of discussion was our business’s many uncertainties, including geopolitical risks and soaring raw material and fuel prices. After carefully examining all the advantages and disadvantages, I appreciate the extraordinarily courageous and strong-willed decision to postpone the project for now.

The trend toward decarbonization is a significant headwind for chemical manufacturers in energy-intensive industries. Still, our high-functionality and high-value-added businesses support our bottom line thanks to our redoubled dual management approach. Our commodity business is essential for building social infrastructure despite being highly volatile and significantly impacted by raw material prices. I am convinced that our medium-term management plan has laid out the ideal scenario whereby we further expand the specialty business while maintaining solidity in our upstream commodity business to withstand this headwind.

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Yoshihiro Hombo
External Director

Making Management Plans and Disclosing Information to Earn Stakeholders’ Appreciation

I have made recommendations for our medium-term management plan and investments based on a couple of perspectives. First, do department managers clearly explain the rationale for their decisions, and are these decisions valid in the face of long-term risks and decarbonization? Second, would stakeholders appreciate our strategies? We approved a significant budget for our plan to make investments in the fields requiring decarbonization efforts. I appreciate our proactive initiatives, including biomass power generation, collaboration with the city of Shunan and our industry peers, and joint research with NEDO.

However, it will take time to complete the process of effectively reducing emissions from our businesses. We have started to address our fiscal 2031 reduction targets for GHG emissions, but they will not be completed by fiscal 2025, the last year of the current management plan. While it can be challenging to achieve growth and decarbonization simultaneously, I hope our stakeholders will appreciate our efforts as we continue our search for ways to reduce GHG emissions in the short term.

I have also advised on measures and disclosures related to human capital and other areas garnering increased attention in recent years. While training-related strategies are carefully detailed in the securities report, various quantitative information regarding employees lacks supplementary explanations and is presented in a factual manner. In the future, we must further explain the rationale behind our achievements and goals to ensure that our stakeholders appreciate and better understand our proactive efforts.

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Mariko Hidaka
External Director

Leveraging My Experience to Bolster Governance

I became an external director in June 2023. I worked at Taiheiyo Cement Corporation for over two decades in finance, corporate planning, and other administrative divisions, and then in the cement business division, from sales to general supervision. In the administrative divisions, I was involved in the practical aspects of corporate management, such as raising the group governance level to bolster overall governance. I look forward to helping improve governance here as well.

We have eight business divisions and a corporate structure that should be able to respond to changes in the business environment and economic fluctuations with a well-balanced distribution of products between commodity and specialty sectors. The large site of the Nanyo Complex, the birthplace of Tosoh, is not only competitive as a base for Asian industry but also serves as an exemplary complex that coexists with the local community. I feel it has the solid foundation needed for further growth.

To remain a sustainable company in the future, we must address climate change alongside a wide range of other management issues. We must remain frank with our various stakeholders as we respond to these challenges. We all have our perspectives, giving us different focal points, but I will always consider how best to communicate as I strive for sound development from my perspective as an external director.

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Yukimasa Nakano
External Director


Compliance

Basic concept

The basic policy of the Tosoh Group is to ensure compliance, pursue profits through fair competition, and continue to be a useful entity for society at large. The basis of the Group's compliance activities is for all employees and each and every officer to practice compliance sincerely, fairly, and ethically.

Tosoh Group Code of Conduct

The Tosoh Group Code of Conduct prohibits all forms of corruption, respects human rights, and describes how to deal with important matters that must be observed in conducting business activities. Based on the acknowledgment by top management that compliance is the foundation of the Tosoh Group's management and should take precedence over all other interests, all employees and officers of the Tosoh Group are obliged to comply with the Tosoh Group Code of Conduct.

In addition to the Japanese, English, Chinese, and Korean versions, the Tosoh Group Code of Conduct has been translated into the languages of the respective regions in which the Group's overseas businesses are located. Pamphlets explaining the Tosoh Group Code of Conduct are distributed to all employees and officers of domestic Group companies.

>Tosoh Group Code of Conduct

Tosoh Group Code of Conduct Items

I. Ensuring a Comfortable Workplace Where Every Group Member Can Fully Display His/Her Ability

1. Compliance with Laws, Regulations, and Norms in Society

2. Ensure Safe and Stable Operations

3. Compliance with Rules of Employment

4. Human Rights Protection and Discrimination Prevention and Respect for Diversity

5. Harassment Prevention

6. Healthy Workplace

7. Personal Information Protection

8. Proper Use of Corporate Assets

9. Proper Use of Information Technology Systems

 

II. Meeting the Trust of Customers and Business Partners, Meeting Shareholders’ Expectations

10. Bribery and Corruption Prevention

11. Prohibition of Inappropriate Gift Exchanges and Entertainment

12. Security Export Control

13. Compliance with Import and Export Laws and Regulations

14. Compliance with Competition Laws and Regulations

15. Fair Procurement Practices

16. Product and Service Quality and Safety Control

17. No Relations with Antisocial Forces

18. Compliance with Noncompetition Laws

19. Financial Integrity, Records Management, and Timely Disclosure

20. Intellectual Property Rights Policy

21. Confidential Information Management and Control

22. Prohibition of Insider Dealings

23. Political Donation Control

 

III. Contributing to the Development of a Sustainable Society

24. Environmental Conservation and Protection

25. Stewardship of Social Responsibility

>Tosoh Group Code of Conduct

Compliance promotion structure

Tosoh believes that practicing compliance, which means following the established rules, not only protects employees from accidents and other disasters, but also strengthens the management structure of the entire Tosoh Group. To this end, the company has established a promotion system to ensure that employees are aware of the importance of compliance and are able to practice it.

Promotion Structure Overview

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Compliance Committee

The Committee is chaired by an officer appointed by the president with the heads of relevant divisions among its members, and meets twice a year. The Committee establishes the Tosoh Group Code of Conduct and related regulations, formulates systems and measures designed to ensure comprehensive compliance, submits proposals to the Company, and promotes activity by investigating and ascertaining promotion status. The decisions made by the Compliance Committee are reported to the Board of Directors, which oversees and directs compliance activities, including the prevention of bribery and corruption.

Compliance Committee Promotion Team

The company submits its opinions to the Compliance Committee and promotes compliance activities in accordance with the Committee's direction. To ensure thorough compliance throughout the Tosoh Group, we hold group meetings once a year with domestic Group companies to confirm the status of compliance-related activities and exchange information to support the promotion of compliance. Moreover, the company serves as a contact point for compliance and harassment consultation, and investigates and responds to matters that require consultation.

Complex Compliance Committees

These committees plan, formulate, and implement various compliance promotion measures at each manufacturing complex.

Division Heads

A responsible person has been appointed in each division to promote compliance. Tosoh conducts compliance training and other activities within departments in accordance with the Committee’s direction to ensure that each employee is in compliance.

Compliance and harassment consultation desk

To prevent or quickly correct compliance violations, the company has established the Compliance and Harassment Consultation Desk for the purpose of swiftly recognizing and responding to actual or potential violations. Tosoh has established three consultation desks: internal, external, and an auditor's desk. Directors and employees of Tosoh and its domestic and overseas Group companies, temporary employees, and employees of partner companies may choose to submit reports or request consultations to any of these desks. Employees are given a Consultation Desk Pocket Card to make it more convenient to avail themselves of the service at any time.

Consultations are accepted regarding general corrupt practices such as violations of laws and regulations, harassment, human rights violations, and bribery. The company confirms the facts, investigates, and takes action, whether the consultation initiated under a real or an anonymous name. For guidance and supervision, the details of each consultation are reported to the auditor.

The company has established internal rules for the protection of the consultants in investigating and responding to consultation matters, and takes all necessary precautions. Moreover, it has set up a contact point on our website for inquiries that can be consulted from outside the company. Furthermore, consultation services have been established at Group companies in Japan and abroad, creating a Group-wide system that facilitates consultation.

Compliance and harassment consultation service operation standards (excerpt)

  • The name of the consultant and other personally identifiable information shall not be provided to anyone other than the person in charge of reception and investigation at the Consultation Desk and other related parties—including those involved in the investigation—except when necessary for the investigation or response, or when there is a legitimate reason, such as when required by law.
  • Consultants will not be subject to dismissal, disciplinary action, recommendation for resignation, refusal to renew, de facto harassment, or any other disadvantageous treatment as a result of their having submitted a report in line with applicable rules.
  • Upon confirmation that a consultant has been treated unfavorably, the company takes appropriate remedial and restorative measures.

Compliance and Harassment Consultation Desk: Number of consultations

FY2021 FY2022 FY2023
Number of consultations 10 15 33
Overseas 1 2 1

In fiscal 2023, the company received 33 consultations (two reports from overseas), but none of the cases were serious enough to affect the company’s business activities. In terms of content, many consultations were related to alleged incidents of harassment. In each case, consultants take necessary actions such as collecting facts and cautioning parties involved, and then following up with them to clarify the situation.

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The Consultation Desk has also been accepting harassment-related consultations since June 2022.

 

Compliance survey

Tosoh conducts a compliance survey annually to ascertain the status of compliance activities and the extent of understanding of the compliance system and consultation services. The company aims to leverage the survey results to further heighten employees' awareness of compliance and promotion of activities, and link this to compliance education and the planning of various related measures. In fiscal 2023, Tosoh distributed a survey to all its employees in Japan, and the response rate was 90.6%. With the aim of collecting a broad range of opinions, the survey incorporates an open-ended section, and opinions expressed are then reflected in future compliance activities as part of our promotional efforts.

Compliance education

Promotion of awareness and understanding of the ‘Compliance and Harassment Consultation Desk’

In fiscal year 2023, in response to the amendment of the Whistleblower Protection Act (effective June 1, 2022), we transitioned to a unified system for internal regulations and consultation desks for compliance and harassment. We have created materials on the legal revisions for Tosoh and Group companies, including posters, and have distributed pocket cards and displayed posters to increase awareness of the internal reporting desk.

Compliance training

Training is conducted annually for new employees and employees at all levels on matters related to compliance and the prevention of bribery and corruption. The content of the program is oriented toward heightening awareness by featuring easy-to-understand case studies to enable employees to feel more comfortable with the program. In addition, Tosoh conducts annual compliance training at each workplace to instill awareness and ensure rules are being complied with. Furthermore, the company uses the intranet and e-learning to share information with Group companies and promote Group-wide compliance education.

Legal briefings

The Antimonopoly Act, the Act Against Delay in Payment of Subcontract Proceeds to Subcontractors, the Unfair Competition Prevention Act, the Foreign Exchange and Foreign Trade Act (Security Export Control), the prohibition of bribery in various countries, and other important laws and regulations—as well as points to bear in mind when conducting business—are outlined and explained to employees at all levels and to employees, including those of domestic Group companies.

Moreover, the company provides education for employees posted overseas, including points to bear in mind regarding local laws and regulations. The company also continues to educate employees through e-learning and other means on important laws and regulations, as well as by disseminating information via the company intranet.

Internal audit

The Audit Office is dedicated to conducting internal audits of operations and other activities to improve and strengthen internal controls at Tosoh and its Group companies. It also conducts internal compliance audits to evaluate the promotion systems and operational status of Tosoh and its Group companies. Audit results are reported to the president and corporate auditors as appropriate.


Cybersecurity

Basic concept and promotion system

Tosoh recognizes that strict protection of its technical and management information, as well as important information on its suppliers and Group companies, is a social responsibility and a vital management issue for maintaining the sustainable development of the company. Toward ensuring and further improving information security, the company has established an information security policy to ensure and further improve information security.

Information security policy (excerpts)

  • Tosoh provides ongoing training to ensure that each employee recognizes the significance of information security in their daily work and complies with rules related to information security.
  • It conducts risk assessments for information assets, and appropriate countermeasures are implemented according to the significance of the risk.
  • It ensures compliance with all applicable laws, regulations, and rules.
  • In the event of an information security incident, Tosoh responds promptly and accurately to minimize the impact on its business activities.

 Promotion System

Tosoh has established an IT management department under the supervision of the director in charge of information security management, to promote information security measures throughout the Tosoh Group.

Moreover, with the aim of promoting robust cyber security not only in information systems but also in production and R&D, related divisions cooperate under the Cyber Security Committee and report to the Board of Directors as appropriate.

To expedite and execute these initiatives effectively, we have established a support system called the ‘Systemization Promotion Officer System,’ wherein each department selects 1-2 individuals as designated officers. These officers compile workplace-specific deployment and requests regarding information systems and cybersecurity, and conduct educational and awareness-raising activities. Furthermore, we endeavor to enhance security awareness among all employees by providing incentives to those who acquire qualifications related to information security.

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 Security countermeasures

To prevent damage to public trust and competitiveness resulting from the leak, loss, or damage of plant control systems, mission-critical systems, research content and results, confidential information, and personal information, we are using the Cybersecurity Management Guidelines issued by Japan’s Ministry of Economy, Trade and Industry and various other cybersecurity frameworks. The company is formulating response policies and strengthen risk management throughout the organization.

Security education for employees

As part of our employee education activities, Tosoh holds regular briefings at the Nanyo and Yokkaichi Complexes on compliance with the Information Security Policy. The briefings further serve to alert employees on warning and protection measures through incident case studies. This information is intended not only for Tosoh Corporation employees but also for employees of Group companies. The aim is to heighten awareness of the entire supply chain and of case studies based on the latest trends and other information.

Conduct targeted attack e-mail drills

The company conducts attack e-mail drills to allow employees to experience the threat of cyberattacks and to raise awareness of information security. This is a hands-on training program that delivers simulated targeted attack e-mails to all employees to enhance their ability to respond appropriately in a genuine attack situation. Since attack e-mails are becoming more and more sophisticated every year, the company continuously trains each employee to act appropriately.

Addressing risks in the supply chain

With cybersecurity risks on the rise, we recognize the need to address risks within the supply chain, including group companies, to ensure adequate security and provide our clients with safe and stable products and services.

To that end, we are working to improve security measures for the entire supply chain by understanding our current security measures and risks at domestic and overseas group companies, bolstering our efforts, and sharing information.

Participation in working groups

The environment surrounding information security changes on a daily basis. Tosoh participates in industry association working groups to keep abreast of the latest information. Information obtained through this process is shared with relevant departments and incorporated into in-house training to bolster the company's security measures.

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