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Corporate Social Responsibility
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Strengthening and Enhancing Corporate Governance and Compliance |
Based on the understanding that executive decision-making and day-to-day operations are inseparable, Kobe Steel has adopted a system that places corporate officers in charge of company operations. These officers bear legal responsibility toward stockholders and business partners for the business operations pursued by all major business divisions in the Kobe Steel Group. The Board of Directors currently consists of 11 directors from top management, including directors in charge of major operations at headquarters, heads of divisions or companies that have a important impact on Group operations, and others at a comparable level. To ensure transparency and fairness, and to reinforce oversight functions, two of the 11 are outside directors. Corporate officers in charge of company operations are appointed by the Board and are entrusted by the President and CEO to fulfill their duties. Kobe Steel has also adopted an auditing system that employs five corporate auditors, three of whom come from outside the company. Internal audits are conducted by auditors who maintain their autonomy by belonging to an independent Audit Department. By further strengthening auditing functions in this way, we have heightened the efficacy of corporate governance. |
Note: Shareholders were consulted concerning the appointment of outside directors at the 155th General Meeting of Stockholders. |
Corporate Governance System | |
Corporate Code of Ethics |
Kobe Steel adopted its Corporate Code of Ethics in June 2000, and has refined and modified them as needed in the years since. Comprised of three parts: Corporate Ethical Principles, Standards of Corporate Conduct, and Implementing the Corporate Code of Ethics. The Corporate Code of Ethics contains principles and specific policies that help to ensure that we operate as an ethical corporation in strict conformity with all laws, ordinances and social norms. All of the main companies in the Kobe Steel Group also abide by these principles. The 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. The Principles express our commitment to corporate compliance and concern for the environment, and is intended to help us fulfill our corporate social responsibility by governing our interaction with our many stakeholders, including customers, business partners, shareholders, investors, administrative agencies, employees and local communities. Top company executives in particular play an especially important role in implementing the Principles 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 Principles. We are also committed to listening to suggestions by people both inside and outside our organization 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. |
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(Excerpt from the Corporate Code of Ethics) |
The Standards of Corporate Conduct provide specific standards that underlie particularly important company activities in the course of day-to-day operations. To ensure that all employees thoroughly understand these standards, we have also formulated manuals that provide detailed explanations of all cited items. The section on Implementing the Corporate Code of Ethics defines the systems that are needed to implement both the Corporate Ethical Principles and the Standards of Corporate Conduct. We have built our compliance system, established our internal reporting system, and implemented our compliance education program in accordance with these guidelines. |
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. |
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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