Hitachi corporate ethics and compliance handbook

Hitachi Group Corporate Information. Through an approach based on ethics and integrity, and ethical grounds rather than immediate profitability, we are striving to ensure thorough compliance, with the aim of building an enterprise trusted by all our stakeholders.

Through an approach of surely practicing judgement and conduct based on ethics and integrity, and on ethical grounds rather than immediate profitability, we are conducting initiatives including the operation of an internal reporting system and the implementation of compliance education and awareness-raising activities for emplboyees in an effort to promote compliance activities throughout the Group.

The Group has established the Compliance Committee, which meets regularly to discuss, on a Company-wide basis, the status of compliance risks, plans for countermeasures to reduce the risks, and the status of implementation of such measures.

More specifically, responsibility for addressing each particular type of risk has been assigned to a specific department; the head of the department in charge of tackling a particular type of risk envisages and evaluates that risk, as well as implementing measures to deal with it, such as providing in-house education concerning relevant legislation and internal rules.

In addition, the manager concerned identifies new compliance risks that are a concern. If a compliance related incident occurs, the Company will hold an ad hoc meeting to determine the facts, trace the causes, take corrective measures and discuss how to prevent recurrence.

In addition, the heads of business groups, branch offices, and Group companies appoint Compliance Managers for their respective organizations. The Compliance Managers work under the direction of the Chairperson of the Compliance Committee to manage the compliance system of their respective organizations by constructing compliance systems within their respective organizations, implementing compliance measures and reporting to the Compliance Committee. With regard to compliance risk, each organization conducts regular revisions and self-checks whether its risk activities are appropriate.

The Group has designated October as its annual Corporate Ethics Month, during which each managing unit conducts compliance education and other initiatives aimed at ensuring thorough awareness of the need for corporate ethics and compliance. The Hitachi High-Tech Group has introduced the Hitachi Group unified whistleblowing hotline system for Japan and overseas for the purpose of quickly detecting and responding to incipient legal violations and improper conduct.

The system can be used by executives, employees, senior employees, partner employees, temporary agency workers, retired personnel, and so on. We are taking these steps in order to enhance our self-correcting functions in order to quickly detect and respond to incipient legal violations or improper conduct. We strive to ensure thorough compliance via ongoing compliance education for all levels of the company, from new staff to management executives.

Case studies are also used during these courses to further improve compliance awareness. The legal and compliance departments and other relevant departments also provide training courses, e-learning, and other such education for employees who require a knowledge of specific laws and regulations in the course of their duties.

In nominating a director candidate, the Nominating Committee shall consider that:. The Nominating Committee considers an outside director to be independent unless:. Directors are encouraged not to serve as more than 4 listed companies' directors, corporate auditors, or executive officers in addition to the Company's director because they are expected to invest the time necessary to understand the Company's business, participate in and prepare for the Board's meetings.

Directors shall advise the director as set forth in the Article 8 when receiving an invitation to serve as an officer from other companies. Directors are encouraged to hold the Company's stock through Hitachi Group Directors' and Officers' Shareholding Association after being elected as directors.

By resolution of the Board, a director who convenes and presides over the meeting of the Board shall be selected. The director as set forth in the preceding paragraph shall aim to enhance the quality of debates among the Board and to operate the Board effectively and efficiently. Documents related to agenda items will be distributed sufficiently in advance to enable directors to actively participate in discussion at the meeting. Very sensitive subjects may be discussed without distribution of the materials in advance.

Directors shall observe strict confidentiality with regard to the content of discussions and documents. The Board and the Committees may seek the advice from independent advisors when necessary. The Company shall provide directors with an orientation upon assuming office as well as other opportunities, when necessary, in order for them to acquire knowledge, such as of the Hitachi Group's business, necessary for discharging their duties as directors.

The Compensation Committee shall set forth the policy on the determination of the amount of compensation, etc. The above-mentioned policy is periodically reviewed by the Compensation Committee. The Board shall continuously supervise the succession planning of the Chief Executive Officer. The Board shall, after careful deliberation, determine the selection and removal of the Chief Executive Officer, based on the proposal by the Nominating Committee, in consideration of the following matters:.

All directors and executive officers shall not pursue interests of themselves or third parties that would constitute a real or perceived conflict of interest with the Company. Even without intentions to pursue interests described above, all directors and executive officers shall obtain approval by the Board resolution to conduct any transactions that would constitute a conflict of interest or competition with the Company stipulated by the Companies Act of Japan.

Directors and executive officers who have their personal or professional interests in the above-mentioned transactions may not participate in the vote in the Board resolution. Our Vision was created based on our Mission and Values to express what the Hitachi Group aims to become in the future. The Hitachi Group Codes of Conduct consist of rules and principles intended to assist officers and employees in making decisions and taking actions in accord with the Hitachi Group Identity.

All officers and employees of Hitachi Group companies shall understand and follow the Codes of Conduct and act with sincerity and fairness in a highly ethical manner. We will use all our corporate assets only for business activities and other appropriate purposes, and manage them properly to protect their value.

We will make concerted efforts throughout the Hitachi Group to secure employee safety and business continuity in case of disasters and threats such as earthquakes, tsunamis and floods, cyberattacks, and terrorism.

Employees shall pledge to comply with the Codes of Conduct. If they become aware of any non-compliant activity, they shall immediately report to their manager or via the internal reporting system. Top managers shall take the initiative in complying with the Codes of Conduct and make their best efforts to conduct business based on corporate ethics and the law. In the event of violation of the Codes of Conduct, top managers shall swiftly take corrective measures and actions to prevent the recurrence of similar incidents, while at the same time strictly disciplining themselves as well as those involved in the violation.

The subsidiaries shall establish their own codes of conduct by adopting or revising the Hitachi Group Codes of Conduct at a policymaking meeting, ensuring that all their officers and employees fully understand the provisions of the codes. Each subsidiary shall streamline its organizational structure and systems e. In the event of violation, disciplinary action shall be taken in accordance with the related rules and internal procedures.

Subsidiaries may enact their own codes of conduct, incorporating the contents of the Hitachi Group Codes of Conduct. Such codes of conduct may vary by country or region in accordance with legal systems, social customs, or business characteristics, or include stipulations that do not exist in the Hitachi Group Codes of Conduct. Under no circumstances, however, may they contradict the provisions of or weaken the effectiveness of the Hitachi Group Codes of Conduct.

When a subsidiary institutes a revised version of the Hitachi Group Codes of Conduct, it shall expressly stipulate that revisions have been made based on or with reference to the Hitachi Group Codes of Conduct. In April , the Hitachi Group Code of Ethics and Compliance was established to further clarify our basic approach towards corporate ethics and compliance that has been shared on a global Group basis. By each of us putting these guidelines into practice in our daily work, the Hitachi Group will be able to continue to respond to the trust placed in us by society with good faith and sincerity.