Basic Concept
In order to embody the Fujikura Group Corporate Philosophy MVCV, we must not only act in accordance with standards of conduct that enhance the corporate value of the Fujikura Group, but also act in a manner that does not damage the corporate value we have built up over the years.
To this end, we have established the principles of conduct that each and every employee should observe as the "Group Code of Conduct" and are promoting group-wide efforts to establish corporate ethics.
Fujikura Group Code of Conduct
- Code of conduct for ensuring employees’ wellbeing and creating a safe, secure and pleasant work environment
- 1.1 Compliance with labor laws and managing health and safety
- 1.2 Respect for human rights and diversity
- Code of conduct for ensuring each employee performs operational procedures properly
- 2.1 Promotion of responsible job performance and communication
- 2.2 Ensuring quality assurance (QA)
- 2.3 Compliance with accounting and tax rules and establishment of an internal control system
- 2.4 Corporate asset management and asset value protection
- 2.5 Ensuring information security through appropriate document and data management
- 2.6 Proper intellectual property management
- 2.7 Thorough trade control
- Code of conduct for maintaining relationships with business connections
- 3.1 Keeping promises to customers
- 3.2 Sound relationships with customers and fair competition
- 3.3 Ethics and compliance requirements for sound relationships with distributors
- 3.4 Sound relationships and appropriate transactions with suppliers
- Code of conduct for communicating with and contributing to the development of communities and society
- 4.1 Contribution to and coexistence with the local community and society through business activities
- 4.2 Active and appropriate communication with society
- 4.3 Reduction of environmental footprint and realization of a sustainable society
- Code of conduct for increasing shareholder value and for dialogue with investors
- 5.1 Timely and appropriate disclosure of information
- 5.2 Fair and transparent decision-making
- The basic code of conduct for compliance
- 6.1 Ensuring correct action and compliance with laws and regulations and internal rules
Management System
The Fujikura Group complies with laws, regulations, and social norms, and aims to realize sound corporate management in accordance with corporate ethics. The legality of business operations is ensured through divisional regulations, education, and individual guidance established by corporate departments that have expertise in laws and regulations, such as the Legal Department, the Security Export Administrative Division, the Human Resource ＆ General Affairs Division, and the Finance & Accounting Department. On the other hand, audits by the Internal Audit Department identify issues, propose improvements, and confirm their implementation.
In addition, we have established the Compliance Committee, chaired by the President, as a group-wide umbrella body for legal compliance. In fiscal 2023, the Compliance Committee held meetings in December 2023 and March 2024 to report on examples and various measures related to legal compliance from related departments, identify issues, and share information.
Whistle-blowing System
The Fujikura Group operates an Whistle-blowing System that stipulates protection, confidentiality and prohibition of disadvantageous treatment of whistle-blowers. The purpose of this system is to detect and respond quickly to fraud / compliance, harassment, violation of work regulations, etc. In Japan, in addition to the internal contact point, an external contact point has been set up by an external lawyer to receive reports from Fujikura Group employees.
In addition to the reporting contact established by each overseas group companies, a reporting contact has been established with an external specialized company to establish an internal reporting contact at the Fujikura Group's overseas group companies.
Changes in the number of internal reporting cases
Compliance with Competition Laws
At board of directors' meeting held on September 28, 2009, participants passed a resolution on the Fujikura Anti monopoly Act Compliance Program with a view to ensuring compliance with the law through the announcement by the President of the company's commitment to compliance and also through the provision of relevant instructions to all directors and employees as well as through the enhancement of our in-house compliance system.
The Fujikura Group regularly conducts audits in order to confirm the internal compliance system and compliance status of the Fujikura Anti-Monopoly Compliance Program.
Fujikura established regulations on contact standards with competitors as the lower regulations of the Fujikura Anti-Monopoly Compliance Program and imposes certain limits and standards when employees have contact with competitors. As an ongoing effort every year, we conduct e-learning on Japan’s Antimonopoly Act for those targeted employees in Group. We will continue to hold such e-learning education in the future.
Summary of President's Statement of Intent and Instructions
As CEO, I hereby express my determination to all directors and employees of Fujikura and all directors and employees of all group companies to comply with the Act on Prohibition of Private Monopolization and Maintenance of Fair Trade (hereinafter referred to as the Antimonopoly Act) and other domestic and international competition-related laws and regulations as follows, and I hereby instruct all, without exception, to comply with the Antimonopoly Act, other domestic and international competition-related laws and regulations, and the Fujikura Antimonopoly compliance Compliance Program.
(Omitted)
breach competition laws has now become the biggest risk for companies business in the global market. As we live in the midst of a global market economy, we must once again recognize that compliance with competition laws is the very foundation of our economic society, and that breach of competition laws can lead to sanctions that jeopardize the survival of our companies. I am determined that our company and our group companies will never engage in any acts that breach competition laws.
(Omitted)
As described above, compliance with competition laws has become an issue that we must address immediately. Although we have never established an internal system or provided training specifically for compliance with competition laws, we have decided to proceed with this in light of recent developments.
(Omitted)
I will instruct all directors and employees of the Company and group companies to thoroughly comply with competition laws and regulations and the Fujikura Antimonopoly compliance Program without exception. In addition, I will instruct directors and managers to strictly manage the execution of business operations so that employees under their supervision comply with these laws.
Whether there are breach in 2023
No breach of competition laws have occurred in fiscal year 2023.
Anti-corruption Compliance
Fujikura Group In order to prevent bribery in all countries and regions in which it operates, Fujikura Group 's Anti-Corruption Policy was establishment published on April 1, 2014, and revision in June 2020. In addition to the Japanese version, an English version has been prepared and disseminated within the Group to ensure thorough implementation within the Group.
In addition, risk assessment of corruption at business is conducted as appropriate, mainly by the legal matters office. The risk assessment is based on the external environment, such as the situation in the country, region, and industry; the degree of contact with public officials, etc. (licensing, customs clearance, etc., customer, etc.); the maintenance and penetration of internal rules; and the status of education.
Fujikura Group Anti-Corruption Policy (2nd edition)
The directors, officers and employees of Fujikura Ltd. and its global subsidiary companies (hereinafter “Fujikura Group,” and when referring to the directors, officers and employees of Fujikura Group, “Fujikura Group Members”) comply with applicable laws and regulations related to the prevention of bribery in all countries and areas where Fujikura Group conducts business activities (hereinafter “Anti-Corruption Laws”; the term Anti-Corruption Laws includes, but is not limited to, each country/area’s Criminal Law, Unfair Competition Prevention Act, FCPA, Bribery Act 2010, and the like; furthermore, in addition to the relevant country/area’s laws and regulations, the term Anti-Corruption Laws also includes the situation where another country/area’s laws and regulations, are applied extraterritorially or on some other basis). In addition, Fujikura Group Members comply with the Fujikura Group Anti-Corruption Policy (hereinafter “this Policy”).
This Policy, proposed by Masahiko Ito, the President and CEO of Fujikura Ltd., has been established with the consent of all directors at the board of directors meeting. The CEO and the board of directors require that Fujikura Group and Fujikura Group Members comply with this Policy under all circumstances.
The Chief Executive Officer of each Fujikura Group company is responsible for making each employee comply with this Policy, and Fujikura Ltd. shall provide the necessary guidance and support for that purpose.
The global subsidiary companies of Fujikura Ltd. shall take measures, such as corporate acts, etc., necessary to apply this Policy within their own companies.
- Prohibition of Corrupt Practices
- Fujikura Group Members and all individuals, companies and parties which act on behalf of Fujikura Group as a proxy or based on contracts such as business entrustment contracts (hereinafter “Representatives”) shall comply with the Anti-Corruption Laws in all countries and areas where business activities are conducted. Fujikura Group Members and Representatives shall not give or receive, etc. money/gifts (hereinafter “Money, etc.”) to or from public officials, etc. or private citizens, in violation of Anti-Corruption Laws, nor collude, induce or assist in the giving or receiving of Money, etc., in violation of Anti-Corruption Laws.
- Fujikura Group takes measures necessary to make Representatives comply with this Policy.
- In accordance with (1) above, Fujikura Group Members are prohibited from performing acts with public officials, etc. in violation of Anti-Corruption Laws. Following acts are generally prohibited by Anti-Corruption Laws although the laws may vary according to countries or areas.
- (A) Giving or offering or promising to give Money, etc. to public officials, etc. for the purpose of causing action or inaction in relation to their duties, in order to acquire improper business profits/benefits.
- (B) Giving or offering or promising to give Money, etc. to public officials, etc. for the purpose of having them cause action or inaction to other public officials, etc. in relation to duties of such other public officials, in order to acquire improper business profits/benefits.
etc. are prohibited.
- Fujikura Group Members must not perform the acts prohibited in 1(1) and 1(3) above through third parties such as trading companies, agencies, consultants, brokers, local partners of joint enterprises, contractors or clients.
- Business Entertainment and Gifts
Fujikura Group Members must not conduct the following acts unless (i) such acts not only do not constitute a violation of the related laws and regulations but contribute to legitimate business purposes, (ii) the amount and frequency of the relevant business entertainment or gifts are reasonable in light of societal norms, and (iii) such acts are approved under the prescribed approval process.
- (A) Providing any business entertainment or gifts to any related parties, including public officials and clients, etc.
- (B) Receiving any business entertainment or gifts from any related parties, including public officials and clients, etc.
- Accurate Records
Fujikura Group Members shall comply with generally accepted accounting principles in all cases. Accounting books and records shall be recorded accurately, and they shall not, for any reason, be false or cause misunderstanding. Accounting books and records that do not have both necessary and sufficient entries or that do not reflect exact deals shall not be created.
- Reporting
Any person(s) at Fujikura Group who has knowledge of violations of this Policy and managers who have received reports from those who have such knowledge, have an obligation to report the same. The reports shall be made to his/her immediate superior and/or to the Legal Section of Fujikura Ltd. Reports may also be made anonymously through the whistle-blowing system.
Those who have made the reports shall not be treated unfavorably by the Fujikura Group for making such reports. - Role of managers
This Policy requires all managers at Fujikura Group to play specially important roles. They shall recognize their roles and supervise and manage his/her organization and its members accordingly.
- monitoring
Fujikura Group will monitor compliance with this policy through internal audit of expenditures of money, etc., and internal audit of the management and supervision exercised by managers as described above in 5.
- Penalties and Philosophy of Fujikura Ltd.
Fujikura Group Members that are confirmed to have violated Anti-Corruption Laws and/or this Policy may be given unfavorable treatment such as disciplinary action by Fujikura Group. When Fujikura Group is aggrieved by a Fujikura Group Members’ violation of Anti-Corruption Laws and/or this Policy, Fujikura Group can make a claim for damages against the violating member.
Based on the Policy above, Fujikura Group has established the following guidelines for business entertainment, gifts, etc. in relation to public officials, etc., customers, suppliers and Representatives and all other related parties involved in the Group’s business activities, including:
Fujikura Group’s specific guidelines for business entertainment, gifts, etc.
- Guidelines for giving business entertainment, gifts, etc.
The Group may give business entertainment, gifts, etc. only if they contribute to legitimate business purposes and the amount, frequency and content thereof are reasonable in light of societal norms so that the Group can secure the fairness and soundness of its business operations.
- guideline for Fujikura Group when Receiving Entertainment, Gifts, etc.
The Group ensures that its directors, officers and employees will apply strict self-discipline in receiving business entertainment, gifts, etc. In principle, receiving any business entertainment, gift, etc. that are not only in violation of law, but also objectively considered attributable to wrongful intent (in terms of such matters as amount, frequency, timing, recipient, content and purpose thereof) or any customary gifts or the like is prohibited.
Specifically, it is prohibited to receive an offer of the following business entertainment, gifts, etc.:- (i) Business entertainment such as drinking, dining and golf outing beyond the societal norms;
- (ii) Cash, gift vouchers and the like;
- (iii) Year-end gifts, mid-year gifts or other gifts (including those brought by a visitor); and
- (iv) Entertainment, gifts, etc. that is personally given.
Compliance with Export Control
Export control (security trade control) refers to efforts to prevent sophisticated cargoes and technologies possessed by developed countries from passing to countries of concern that are involved in the development or manufacture of weapons of mass destruction, etc., or to organizations of concern such as terrorists. The Fujikura Group has established the "Basic Policy of the Fujikura Group for Export Control" to ensure that the entire Group is committed to export controls (security trade controls) under the international community.
Fujikura has established an export control system in accordance with various laws and regulations enacted based on the international framework (International Export Control Regime). The chief executive officer in charge of export control is the President and CEO, and the executive officer in charge of the Export Control Office assists the President and CEO. Under the guidance and supervision of the executive officer, the Export Control Office performs duties related to export control from a company-wide standpoint. The executive officer in charge of each business division is responsible for export control operations in each business division, etc.
In addition to the above structure, the Security Export Administrative Division holds liaison meetings three times a year with export control staff from throughout the company to share information on the status of export control implementation and to raise the awareness and knowledge level of export control staff.
Basic Policy of the Fujikura Group for Export Control
- We make it the basic policy of the Fujikura Group companies not to participate in transactions with a possibility of undermining maintenance of international peace and safety.
- We comply with the laws relating to the export control which are applicable in the country or area where the group companies each does business activities.
- In order to comply with the above-mentioned basic policy and laws, the group companies each will establish its system and rule for export control.
Compliance with Personal Data Protection
At Fujikura, we firmly believe that names, addresses, phone numbers and e-mail addresses and other personal information that can be used to identify individuals must be handled properly. For this purpose, we have established and practice a policy for the collection and handling of personal information.
For this reason, establishment the "Fujikura Group Personal Information Protection regulation" on March 22, 2005, which stipulate management system and compliance matters for protecting personal information handled by our company, appointed an executive director as the person responsible for personal information protection, and appointed a company-wide personal information protection officer and unit personal information protection officers for each unit. We also provide education to employees and strive to handle personal information appropriately. In addition to the above regulation, we have established the following basic policy regarding the appropriate handling of personal Data.
Basic policy regarding the handling of personal Information
- Purpose of Collection/Use
Fujikura Ltd. is a listed corporation that operates businesses in the following four domains. In the course of pursuing the efficient operation of these businesses efficiently, Fujikura may collect and use the personal information that it may deem useful for this purpose.
With the aim of promoting deeper and accurate customer understanding of our company, Fujikura may desire to provide customers with various information on our corporate activities, and, therefore, may use collected personal information for this purpose. Information provided by Fujikura is not limited to its products and services, but may also include accounting information related to its state of business as well as general information on its activities.- Power & Telecommunication System Segment - manufacture and sales of optical fiber cables, communication network equipment and related components, industrial power wires, metallic communication cables and various cable accessories.
- Electronics Business Segment - manufacture and sale of printed circuit boards, electronic wires, micro-heat pipes, etc.
- Automotive Products Segment - manufacture and sale of automotive wiring harnesses and related components and membrane switch.
- Real Estate Segment – leasing of real estate, and others
- Proper Handling
The collection and use of personal information by Fujikura extends only as far as its collection and/or use can be considered to reasonably satisfy or relate to the Purposes of collection/use stated above. Within this framework, Fujikura may collect personal information using appropriate and accepted procedures.
- Provision of Personal Information to Third Parties
Fujikura will not provide the personal information to any third party unless it is prescribed by the law or Fujikura has the approval of the concerned individual.
- Disclosure
If an individual requests disclosure, correction, deletion or discontinuation of use of personal information collected and held by Fujikura in accordance with the procedures outlined in the next article, Fujikura will satisfy the request within a reasonable period and scope of action in accordance with all applicable laws and regulations.
- Application for Disclosure
Requests related to personal information collected by Fujikura in connection with article 4 above and other inquiries related to personal information should be submitted by following the procedure below. Fujikura may not accept a request or inquiry if it is not submitted in accordance with the specified procedure. Any fees incurred to respond to the request or inquiry such as the mailing costs shall be borne by the person submitting the request or inquiry.
Compliance with Prevention of InsiderTrading
The Fujikura Group has established regulations on Management of Internal Information to clearly delineate the internal structure for compliance with rules of information disclosure designed to ensure fair and impartial markets, and to prevent insider trading by officers and employees.
Tax Transparency
フジクラ行動規範としてコンプライアンスに則した行動規範を策定しており、フジクラグループの全ての役員及び社員は、自らの行動について自律的で厳しい姿勢を保つとともに、法令や国際ルール及びその精神の遵守はもちろん、地域社会の文化・慣習を尊重し、常に品位と社会的良識をもって行動します。この基本的な考え方に基づき、税務実務においても、社員に対する啓発などを通じて、コンプライアンスの維持・向上に努めるとともに、税務処理にあたっては、以下の原則を遵守しています。
- 租税に関連する法令その他各国・地域の経理関連法令等を遵守し、常に適切な税務処理と適正な会計処理を行います。
- 税務リスクが高いと想定される取引については、十分な事前検討を行う体制を整備し、税務リスクの低減に努めます。
- 財務諸表は、会社法ならびに関連する法令等を遵守し、公正に作成することに努め、財務情報の透明性をより高めていきます。
Participation in the United Nations Global Compact
Following a decision made by the CSR committee (Management Meeting) in July 2013, we declared our support for the United Nations Global Compact (UNGC), which is a set of universal international principles on human rights, labor, the environment, and anti-corruption advocated by the United Nations, and signed the agreement on September 3rd of the same year. At the same time, we joined the Global Compact Network Japan (GC-NJ), the Japanese network of the United Nations Global Compact (UNGC). We share with our employees the purpose and objectives of the UN Global Compact, which is to "participate in the creation of a global framework based on 10 principles, in order for each company and organization to demonstrate responsible leadership, act as good members of the global community, and realize a sustainable society."
