Governance Compliance

Policy and Basic Mindset

UBE Group Basic Policy for Compliance

The UBE Group complies with all applicable domestic and international laws and regulations, internal rules, and social norms in its corporate activities and business operations, and acts with integrity in response to the trust of society. To this end, we establish a compliance management system for the entire Group and appropriately plan and implement measures such as internal compliance training and a whistleblowing system. We also strive to prevent serious compliance violations and aim to gain the trust of stakeholders, including employees and business partners.

Scope

This policy applies to all officers and employees of the UBE Group (UBE Corporation, its consolidated subsidiaries, and companies with a certain capital relationship that are covered by the Group’s compliance initiatives).

Goal

All officers and employees of the UBE Group regard compliance as a fundamental principle, act with high ethical standards, and contribute to the sustainable development of society through their business activities. To achieve this, we implement the following measures.

  1. Dissemination of the UBE Group Code of Conduct
    Based on the UBE Group’s philosophy framework, the UBE Group Code of Conduct serves as the foundation for decision-making and sets the standards of conduct for every person involved in the operations of the UBE Group. This Code of Conduct is communicated and embedded throughout the entire Group to ensure that all officers and employees understand and act in accordance with these principles.
  2. Establishment of a Compliance Management System
    A Compliance Officer is appointed as the person responsible for overseeing compliance operations across the UBE Group, and a Compliance Committee is established as an advisory body. Under the direction of the Compliance Officer, compliance systems are established for each division and Group company. In addition, the Compliance Committee coordinates and implements measures such as compliance education and training, prompt response to compliance issues, determination and implementation of measures to prevent recurrence, and ongoing monitoring, thereby maintaining the Group’s overall compliance management system.
  3. Whistleblowing System
    To promptly detect and address compliance issues, the UBE Group has established the UBE C-Line, a whistleblowing system that enables officers and employees to report concerns directly, without going through the usual reporting lines.

Commitment

We will establish a compliance system for the entire UBE Group and continuously plan and implement compliance measures aligned with current developments. In this way, we will prevent serious violations of laws and regulations, workplace harassment, and other misconduct in our business activities, enhance the knowledge and awareness of officers and employees, and realize a sound corporate culture.

  • Zero serious non-compliance incidents
  • 100% e-learning participation rate

Responsible Departments and Review

The Legal Department is responsible for overseeing and managing this policy.

This Policy is subject to review at least once every year. Any revisions, if deemed necessary, will be deliberated and approved by the Compliance Committee.

UBE Group Code of Conduct

Basic Policy for Anti-Social Forces

The UBE Group is firm in its response against groups or individuals comprising anti-social forces (organized crime groups) that pursue economic profit with violence, coercion or fraudulent measures, and rejects all relation to such forces. Exercising caution that funds are not used in money laundering or to benefit terrorist groups, we have designated the following basic policies and created a system toward such ends. Furthermore, the UBE Group Code of Conduct prohibits involvement in money laundering.

  • We do not maintain relations of any kind or conduct transactions with anti-social forces.
  • We refuse to meet the demands of anti-social forces, and will pursue legal avenues against such demands through civil courts and criminal justice.
  • Under no circumstances will we pay money to or cover up transactions with anti-social forces.
  • We will work closely with external organizations, including police authorities, the National Center for Removal of Criminal Organizations, and attorneys, to protect against anti-social forces.
  • We will maintain a unified corporate front in the face of demands from anti-social forces in order to protect the safety of our officers and employees.

Management System

Compliance Promotion System

The Compliance System is as follows.

The Compliance Officers (executive officers) are responsible for overseeing compliance at the UBE Group and advised by the Compliance Committee. Compliance Facilitators are assigned for each department and Group company to ensure that compliance is practiced and resolve compliance issues in cooperation with the Compliance Promotion Secretariat.

The Compliance Committee is one of the specialized committees supporting the sustainability promotion structure of the UBE Group, and Compliance Officers regularly report on compliance issues and situations to the Strategic Management Meeting (Sustainability Committee) and the Board of Directors, receiving monitoring and direction on initiatives.

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Targets and Performance

Metrics Scope FY2024 FY2025 FY2030
Results Targets Targets Targets
Number of serious compliance violations (KPI) UBE Group 0 0 0 0
E-learning completion rate (KPI) UBE Group 100％ 100％ 100％ 100％

Other Targets

In accordance with the UBE Group Basic Guidelines for Compliance and the UBE Group Code of Conduct, we are proceeding with the following initiatives.

Targets Frequency Dates Held in Previous Fiscal Year Dates Held in Subsequent Fiscal Year (Planned)
Regular meetings of the Compliance Committee Quarterly Quarterly (fiscal 2023) Quarterly (fiscal 2025)
Annual reports to the Board of Directors and the Strategic Management Meeting Annually March 2025 Fiscal 2025
Compliance e-Learning for all employees Twice annually Twice in fiscal 2024 Twice in fiscal 2025
Meetings of liaison groups regarding the Act Against the Delay in Payment of Subcontract Proceeds, Etc., to Subcontractors Twice annually October 2024 October 2025
Training on relevant laws and regulations (Antimonopoly Act; Act Against the Delay in Payment of Subcontract Proceeds, Etc., to Subcontractors; etc.) More than once annually Twice in fiscal 2024 Twice in fiscal 2025
Compliance awareness survey for all employees Once every four years October 2023 Fiscal 2027

Number of internal reports (results)

(related to harassment)
FY2019 FY2020 FY2021 FY2022 FY2023 FY2024
22 (13) 25 (16) 34 (16) 35 (18) 25 (13) 38 (14)

Initiatives

Compliance with Competition Laws

We have established internal rules on compliance with competition laws and are striving to maintain thorough compliance with such rules. Furthermore, the Competition Law Compliance Committee operates within the UBE Group Compliance Committee to ensure that corporate activities are soundly executed and do not prevent fair and free competition in markets. It establishes a framework to prevent against cartels and monopolies, in accordance with competition laws (anti-monopoly laws) in and outside of Japan. For example, if conducting a sales meeting with an industry competitor, rules are in place that require prior approval from the managing department and the filing of a follow-up report in order to prevent a cartel and address the root of the problem.

Compliance with Export Laws and Regulations

The UBE Group implements export controls to prevent the unauthorized export or supply of restricted goods and technologies, in accordance with the Foreign Exchange and Foreign Trade Act and other legislation intended to maintain peace and security in Japan and the international community. The Group operates the Security Export Control Committee, which works to ensure that Group companies are fully aware of the restrictions. We have also established internal rules, such as those related to managing secure export controls, and are striving to maintain thorough compliance with such rules.

Political Contributions

As stipulated in the Political Funds Control Act, the UBE Group donates political funds only if such donation is approved as prescribed in its internal rules.

Expenditures for Political Contributions in FY2024 ¥400,000

Whistleblowing System (UBE C-Line)

The UBE Group Whistleblowing system (UBE C-Line) enables employees* to directly report suspected or confirmed compliance issues (human rights infringements (e.g., bullying, harassment, discrimination and labor issues), corruption (e.g., bribery, excessive entertainment and adhesion), fraud (e.g., fictitious claims and embezzlement), falsification of product data, and other illegal activities) within the UBE Group. Employees are enabled to report anonymously and protected from retaliation by internal regulations.

When a compliance case is opened, the Compliance Promotion Secretariat cooperates with the organization concerned and investigates the matter in order to arrive at a resolution involving disciplinary actions and corrections as warranted. We post some cases such as harassment in the workplace on the intranet as appropriate and strive to prevent recurrence by sharing information and calling attention to incidents.

  • *Encompasses officers and employees of Group companies as well as the officers and employees of subcontractors.

Overview of Whistleblowing Channels and the Reporting Process

(Excerpts from the UBE Group Code of Conduct)

Internal Reporting Channels

If you become aware of any violations or potential violations of laws and regulations or the “UBE Group Code of Conduct” within the UBE Group, consult with and report to the supervisor of your department, the Human Resources Department, the Legal Department, or other relevant department.

If, for any reason, it is difficult to report using the above methods, or if you have reported to a supervisor but no appropriate action has been taken, please report the matter to the reporting hotline (UBE C-Line).

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  • *If a violation of laws, regulations, or the “UBE Group Code of Conduct” is confirmed through a fact-finding investigation, disciplinary action may be taken in accordance with the Company’s Rules of Employment.
  • *The UBE Group strictly prohibits retaliatory actions or disadvantageous treatment (such as dismissal, demotion, or unjustified transfer) against individuals for reporting violations. If you experience such retaliation, notify the Company’s Compliance Department or the reporting hotline again.

Reporting Hotlines for Suppliers, etc.

The UBE Group is committed to ensuring compliance in the execution of its corporate activities and business, in accordance with laws and regulations in and outside of Japan, internal regulations, and social norms and rules.

If you recognize any compliance violation, including potential or alleged cases of such violations, in connection with the UBE Group’s business activities, please inform this to us using the following form.

This is a dedicated form for reports submitted by external individuals, such as suppliers. For inquiries regarding businesses undertaken or products marketed by the UBE Group, please click on “Contact Us” and use inquiry forms designated by topic.

  • Note:Applicable cases of compliance violations include acts of harassment, violations of human rights, acts of corruption such as bribes (both provision and acceptance) or collusion, such acts of misconduct as false billing and embezzlement, and the falsification of product or other data as well as other forms of illegal conduct.

Employee Training

The UBE Group conducts compliance education mainly as follows.

  • Grade-specific compliance training (new employees, new managers, etc.)
  • Training on compliance toward relevant laws and regulations (Antimonopoly Act; Act Against the Delay in Payment of Subcontract Proceeds, Etc., to Subcontractors; Unfair Competition Prevention Act, etc.)
  • Compliance e-Learning for all employees: Twice annually (harassment; accounting fraud; competition law; Act Against the Delay in Payment of Subcontract Proceeds, Etc., to Subcontractors; quality fraud; etc.)
  • Distribution of UBE Group Code of Conduct booklets
  • Compliance Promotion Month and messages from the officer in charge of compliance (every October)
  • Compliance awareness surveys
  • Posters with compliance slogans and other features designed to instill compliance awareness
  • Spreading awareness of our Whistleblowing system