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Environmental
Management
Sustainability Report 2006 |
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| Corporate Governance and Compliance |
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| Corporate Ethical Principles |
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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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Kobe Steel will:
1.
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Operate business
fairly and honestly and comply with applicable laws, rules,
and principles of society. |
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Contribute to
society by offering excellent products and services; in
particular, pay particular attention to product safety
and protection of personal information of customers and
partners. |
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Create a safe,
comfortable and productive workplace and respect the individuality
and differences of employees. |
4.
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Respect the interest
of stakeholders. Maintain a friendly and healthy relationship
with its stakeholders including customers, suppliers,
employees and shareholders. |
5.
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Be a good corporate
citizen that contributes to local communities. |
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Devote itself
to protecting the environment and creating a comfortable
society. |
| 7. |
Respect the culture
and customs of other nations and contribute to the growth
and development of their communities. |
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| Strengthening and Enhancing Corporate Governance |
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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.
| Corporate Governance Structure |
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| Compliance System |
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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.
| Diagram of Kobe Steel's Compliance System |
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| Adopting a Corporate Code of Ethics and Preparing
Ethics Manuals |
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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. |
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| Guidelines for Employee Behavior and Other Detailed
Manuals |
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"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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Detailed
Manuals
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Manual for
Complying with Anti-Trust Laws |
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Compliance
Manual for the Subcontractors Law |
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Manual for
Handling Electronic Data and Peripheral Equipment |
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Intranet for
Intellectual Property Information |
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Corporate Secrets
Guide and Management Manual |
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Web site for
Managing Security Trade Control |
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Manual to Reject
Extortion Against Companies |
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Manual for
Dealing with Public Officials |
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Manual for
Preventing Sexual Harassment |
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Manual for
Managing Personal Information |
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| Internal Reporting System |
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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.
| Compliance Education |
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Kobe Steel holds a "Compliance Top Seminar" and conducts
compliance training sessions aimed at Kobe Steel's directors
and management personnel at Group companies. Compliance education
programs are also conducted in various personnel training programs
for employees at all company levels, so that the issue of compliance
is thoroughly understood by all employees. |
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| Protecting Personal Information |
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Kobe Steel has established
a Privacy Policy and Personal Information Management Regulations
as part of a management system we are creating, which also includes
an officer in charge of personal information protection and
managers responsible for personal information in each department.
Personal information is managed appropriately on the basis of
the Personal Information Management Regulations and the Personal
Information Management Manual. Adherence to the regulations
and manual is confirmed through regular monitoring. |
| Group-Wide Measures |
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All Kobe Steel
Group member companies* are establishing their own compliance
committees, formulating corporate codes of ethics, and introducing
internal reporting systems. They are also establishing the posts
of "compliance director" and "compliance promotion
manager," who pursue compliance programs while maintaining
contact with Kobe Steel itself.
In addition, our Japanese-language in-house magazine, KOBELCO
Newsnet, for employees of Kobe Steel and all Group companies,
runs a comic section dedicated to compliance themes. Kobe Steel
organizes training sessions within the Group for personnel responsible
for promoting compliance. In these and other ways, we are making
sure that all Group employees are aware of the importance of
corporate compliance. |
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Compliance comics in KOBELCO Newsnet
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| Diagram of the Kobe Steel Group's Compliance
System |
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Kobe Steel Group companies include
Japan-based, consolidated subsidiaries and equity-valued
affiliates in which Kobe Steel is the largest shareholder.
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Takashi Matsutani
Company-wide Compliance Director
(Senior Managing Director, Kobe Steel, Ltd.)
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Working
to Further Strengthen Our Compliance System
We in the Kobe Steel Group recognize
that we cannot continue to exist as a corporation unless
we strictly comply with all laws, regulations and norms
of society. For this reason, the strengthening of our
compliance system is one of our highest management priorities.
Despite this commitment, however, it is truly regrettable
that we failed to prevent various compliance infractions
that have recently occurred, including charges of bid
rigging in connection with a bridge construction project,
excessive air emissions at our steelworks, and violation
of anti-trust laws by a Group company. These lapses have
painfully brought home the fact that despite the progress
we have made, our compliance programs still have room
for improvement. Taking these setbacks seriously to heart,
we recommit ourselves to further improving our corporate
compliance performance. |
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