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Environmental Management Sustainability Report 2006 |
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Corporate Governance and Compliance |
Corporate Ethical Principles |
Our Corporate Ethical Principles define a set of guidelines that Kobe Steel, Ltd., including all officers and employees, must follow when conducting its diverse business activities. Top company executives in particular play an especially important role in implementing this code, and are expected to both take the initiative and set an example for others. As such, they are responsible for doing everything in their power to thoroughly disseminate understanding of and adherence to the Corporate Ethical Principles throughout the Company. We are committed to listening to suggestions by people both inside and outside our organization in order to create an effective in-house system that thoroughly enforces ethical behavior. If at any time we discover that people's health and safety are being threatened by our business activities, we pledge to quickly and accurately provide the public with all pertinent information. The following Corporate Ethical Principles are based on our commitment to corporate compliance and concern for the environment. It is intended to govern our interaction with our many stakeholders, including customers, business partners, shareholders, investors, administrative agencies, employees, and local communities. By following these principles, we are committed to fulfilling our corporate social responsibility. |
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Strengthening and Enhancing Corporate Governance |
Kobe Steel had adopted a corporate officer system, recognizing that daily operations must always be taken fully into account when making decisions. Therefore, our directors have a two-fold responsibility: first, they are legally accountable to shareholders, business partners and other related parties; second, as top management, they are responsible for corporate and major internal company operations. Our current Board of Directors is comprised of senior management and executives responsible for head office functions, key business divisions, internal companies, and comparable business units. Corporate officers are selected by the Board of Directors and carry out the duties that the Board assigns to them. Kobe Steel's auditing system strengthens operational auditing functions and bolsters effective corporate governance by employing five statutory auditors, three of whom are outside auditors. Corporate-wide internal audits are conducted by auditors who maintain their autonomy by belonging to an independent Audit Department.
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Compliance System |
Kobe Steel has a Compliance Committee that advises the Board of Directors. Four of its members are company directors; five come from outside the company and are appointed in order to maintain fairness and neutrality. The Committee proposes recommended plans, checks on progress, and deliberates cases reported through the internal reporting (whistle-blowing) system. In addition, one of the company directors is placed in charge of corporate compliance, and we have established the Compliance Planning & Administration Section in our Legal Department. This section maintains contact with administrative departments in the internal companies and compliance leaders (i.e., line general managers) in the departments.
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Adopting a Corporate Code of Ethics and Preparing Ethics Manuals |
In June 2000, Kobe Steel formulated a Corporate Code of Ethics, which concretely embodies the policies we follow to ensure compliance with the law. The Code was amended in 2003, and again in 2005. The Corporate Code of Ethics embodies our corporate philosophy and delineates concrete behavioral policies that we follow both to fully comply with all laws, regulations and societal norms, and to become a better corporation. The Code is comprised of two sections: Corporate Ethical Principles, and Standards of Corporate Conduct. Major group companies have also formulated their own corporate ethical principles and standards of corporate conduct. The Corporate Ethical Principles set forth standards with which Kobe Steel, Ltd., including its directors, officers, and employees, must comply when conducting their various business activities. The Standards of Corporate Conduct provide a basic guide to help implement the Principles in day-to-day business operations. |
Guidelines for Employee Behavior and Other Detailed Manuals |
The "Conduct Guide for Employees" offers clear-cut, detailed explanations that help employees comply with the Standards of Corporate Conduct. An even more detailed breakdown of the content is presented in a series of operational manuals, as shown below. |
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Internal Reporting System |
The internal (whistle-blowing) reporting system is one method we use to prevent the emergence and expansion of risks associated with legal violations or unethical behavior, and to enable us to quickly grasp a problem and formulate appropriate countermeasures. If an employee discovers unfair practices within the Company that violate the law, or if it is reasonable to believe that such practices are happening, this system allows the employee in question to report the matter directly to lawyers outside the Company.
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