Responsible Business Operations
Ensuring Proper Transactions between Related Parties
Our company has established the following systems to prevent transactions with directors, executive officers, and major shareholders from undermining our company’s interests or the common interests of its shareholders:
- Our company has formulated the "Basic Policy on Internal Control System" and “Operating Rules of the Compliance Committee” based on a resolution by the Board of Directors and positioned the establishment of a legal compliance system and other compliance matters as one of the most important challenges in management. Additionally, the progress of our compliance initiative is promptly and appropriately reported to the Compliance Committee, President and Director, and Board of Directors on a regular basis, illustrating our company’s group-wide efforts to enhance the effectiveness of compliance.
- Our company stipulates in its “Board of Directors Regulations”, set out in a resolution by the board, that competitive and conflict-of-interest transactions, as defined by laws and regulations, between our company and its directors and executive officers, are subject to approval by the board, and that the results are reported promptly to the board and the Audit and Supervisory Committee. In addition, our company has set up the Conflict of Interest Management Committee, in which the majority of its members are independent External Directors, as an advisory body to the Board of Directors to deliberate on important transactions with the major shareholders of our company, as we place greater emphasis on ensuring independence from major shareholders and protecting shareholders’ common interests, including minority shareholders.
- To ensure that the abovementioned management is carried out properly, our company, under its “Corporate Governance Policies”, set out in a resolution by the Board of Directors, conducts an annual investigation on transactions with its directors, executive officers, and major shareholders, reports material facts to the board as necessary, and appropriately discloses the information in accordance with laws and regulations.
- Our company’s Audit and Supervisory Committee monitors and verifies any violations involving directors and executive officers, based on the “Audit and Supervisory Committee’s Audit Standards” set out in a resolution by the committee.
The details of the transactions with Mizuho Bank, Ltd. and Mizuho Trust & Banking Co., Ltd. are disclosed in the company’s Annual Securities Reports. After confirming that the transactions are not detrimental to the interests of the company or the common interests of its shareholders, we report them regularly to the Board of Directors. There are no other related parties whose transactions should be disclosed.
Ensuring Fair Competition
Compliance is a top priority at our company. We faithfully adhere to laws and regulations while upholding corporate ethics and social norms. By encouraging the dissemination and establishment of our code of conduct, "The Orico Group Code", we aim to be a company highly regarded by our customers.
We have defined a policy known as the "Customer-Oriented Basic Policy" and expect our business partners to respond appropriately, including compliance with laws and regulations, managing information, and ensuring transaction soundness.
Our commitment to full compliance with laws and regulations, such as antitrust laws, guarantees transaction integrity and promotes fair competition.
Efforts Against Anti-Social Forces
Our company has formulated a comprehensive policy against anti-social forces, Basic Policy Against Anti-Social Forces, and proactively works towards its enforcement to sever any relationships with anti-social entities, such as organized crime groups, which threaten civil society's order and safety.
We actively gather information to expand our database related to anti-social forces. This resource helps us investigate potential associations with anti-social forces when forming contracts with business partners and during customer application processes such as credit contracts. Our aim is to avoid any transactions with anti-social forces. We also regularly investigate existing transactions for potential links to anti-social forces and take appropriate actions to terminate transactions if any connection is found.
Additionally, we deliver regular education and training to all employees, promoting awareness and actions to eliminate associations with anti-social forces.
Our domestic and international group companies have also enacted measures to exclude anti-social forces. We strive to avoid transactions with anti-social forces during contract negotiations and terminate transactions if a relationship with anti-social forces is uncovered. Regular education and training are also provided to all executives and employees of the group companies, ensuring their dedication to eliminating relationships with anti-social forces.
The status of these initiatives is reported appropriately and timely to the Compliance Committee, the Executive Management Meeting, and the Board of Directors.
Initiative and Commitment to Preventing Bribery and Corruption
Our company has established a system to prevent bribery in accordance with the “Regulations on Bribery Prevention” set out in a resolution by the Board of Directors.
Our company believes involvement in bribery can lead to the loss of public trust and other serious consequences that may undermine the foundation of its existence, and therefore prohibits its executives and employees from becoming involved in bribery or corruption and makes company-wide efforts to maintain and promote sound business practices.
Prohibition of Bribery
Our company has formulated the following rules for its executives and employees to prohibit bribery:
- Do not give bribes, regardless of whether the cost is borne by the company or its executives and employees themselves.
- Do not accept a bribe, regardless of whether you ask for it or the other party offers it. In addition, when receiving entertainment or gifts, follow the separately defined internal procedures and do not take any action that constitutes a bribe.
- Payments made solely to facilitate the process of obtaining normal administrative services from foreign public officials and others (including facilitation payments and any other payments made to secure favors) are considered bribes and are prohibited.
- Our company assigns the Head of Corporate Compliance Group to lead the initiative in preventing bribery and corruption. Under the instruction of the head, internal management officials are appointed to each department and office of the headquarters and each sales branch so we can manage the prevention of bribery and corruption across the board.
- The progress of the compliance initiative, including the prevention of bribery and corruption, is deliberated regularly by the Compliance Committee and reported to the President and Director, Executive Management Meeting, and Board of Directors.
Our company has established “Orico Helpline”, whistleblowing and consultation service desks, both inside and outside our company to detect bribery, other illegal or fraudulent acts, and those that may lead to such acts, and to take countermeasures at an early stage. Our company aims to improve its self-purification process and prevent misconduct and scandals.
Education and Training
Our company conducts regular training for its executives and employees to strengthen our initiative to prohibit bribery.
- To confirm that each department and office at the headquarters and each sales branch complies with the bribery prohibition rules, the Compliance Administration Department and the Business Coordination & Administration Department, which are responsible for compliance auditing, conduct regular audits.
- Our company’s Internal Auditing Group assesses the effectiveness of its internal management system in accordance with the Internal Audit Regulations set out in a resolution by the Board of Directors.
- Our company’s Audit and Supervisory Committee monitors and verifies any illegal violations by directors in business operations through an independent investigation of whistleblowing and other cases, and corrective measures.
In the fiscal year 2022, there were no bribery or corruption cases, or any cases in which penalties or surcharges were paid. Moreover, no executives or employees were punished or dismissed for their involvement in bribery or corruption.
Policy and Commitment to Prevent Money Laundering and Terrorist Financing
We acknowledge the significant management challenge posed by money laundering and terrorist financing (referred to as ML/TF) due to recent regulatory enhancements within the financial sector globally. Our management team proactively leads in the establishment and execution of a comprehensive policy to counteract ML/TF.
To ensure compliance with laws aimed at preventing the illicit transfer of criminal proceeds and effectively combat ML/TF, we diligently perform required procedures for certain transactions, such as transaction verification and reporting suspicious activities. Additionally, we regularly offer education and training programs to all our employees, empowering them to gain knowledge, increase awareness, and fully participate in our efforts.
As a collective commitment, we have built a framework aligned with laws preventing the illicit transfer of criminal proceeds for both our domestic and overseas group companies. Moreover, we have implemented specific frameworks for our overseas group companies to comply with ML/TF-related laws in each respective country. This comprehensive approach guarantees ML/TF prevention across our entire group.
Responsible Business Operations
We are dedicated to conducting business operations that are responsible, appropriate, and compliant with laws and regulations. Our Board of Directors has set a comprehensive "Basic Policy on Internal Control System" that covers compliance, prevention of money laundering and terrorist financing. We publicly pledge to uphold these principles.
The President and Director regularly reports on the status of business operations, and the board verifies the internal control system. Our Audit and Supervisory committee performs comprehensive audits to confirm proper execution. These measures illustrate our dedication to responsible business operations.
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