Ethics and Anticorruption Policy

The TOK Group promotes fair and impartial business activities in compliance with the laws of countries and regions and social norms.

■ The Group prohibits anti-competitive behavior and maintains fair free competition.

■ The Group prohibits the abuse of any dominant bargaining position and ensures equal and proper transactions.

■ The Group does not engage in dishonest acts that may interfere with international peace and security.

■ The Group prohibits entertainment and gifts beyond the range of conventional practices.

■ The Group prohibits conflicts of interest.

■ TOK stringently manages all confidential information that the company possesses or acquires with regard to business.

■ The Group prohibits the dishonest use of corporate assets.

■ The Group properly protects and uses intellectual property while respecting the intellectual property rights of third persons.

■ The Group discloses corporate information in a timely and fair manner.

■ The Group will place correct advertisements and provide accurate information on products and services.

■ The Group prohibits insider trading.

■ The Group makes donations and political contributions in accordance with the laws of the countries and regions where it operates.

■ The Group will never have a relationship with antisocial forces.

■ The Group prohibits political activities and soliciting activities on company premises without permission by the company.

Compliance Promotion System and Standards of Conduct

 Compliance activities are being promoted with the participation of all employees and led by the Compliance Committee, which consists of TOK officers and undertakes awareness raising and dissemination activities at Group companies with the support of the Legal Dept. (Compliance Committee Secretariat).

 In order to prevent violations of compliance, the Compliance Committee collects information about potential problems and compliance issues from each site, along with corrective actions and the planned time of correction, and monitors progress on a periodic basis. The standing Audit and Supervisory Committee member and the Internal Auditing Department attend the Compliance Committee to share key points in audits, thereby improving the quality and effectiveness of audits.

 In addition, the Ethics and Anticorruption Policy has been established as a subordinate policy under the CSR Policy with the aim of improving compliance awareness by each officer and employee and to clarify the values and code of conduct to be shared. This policy is also applicable to subsidiaries in Japan and overseas and is translated into the local language of each group company to be distributed to all officers and employees

Compliance Committee Diagram

※Chaired by the President and Chief Executive Officer

Initiatives for ensuring compliance with laws and regulations

 In order to prevent compliance-related risks from emerging, all officers and employees must absorb compliance into business practices. To achieve this, the company works to construct a system to respond rapidly to revisions to laws and regulations in each country and region. TOK also conducts its own unique compliance training that considers conditions at each department and site within the Group and goes through the PDCA cycle to prevent risks from materializing.

 In the fiscal year ended December 2023 and based on the activities in the previous fiscal year, (revision of list of applicable laws and regulations and the procedures for the management of laws and regulations, confirmation of legal compliance status [four times a year]), TOK continued to confirm the legal compliance status (four times a year) while revising the list of applicable laws and regulations and the procedures for the management of laws and regulations. These changes led to the establishment of a continuous process for timely information collection on changing laws and incorporating the information into business practices. To ensure that employees better understand compliance, CSR training was implemented for all employees in Japan, through which the changing concepts of compliance were shared, and the importance of compliance was disseminated.

Internal reporting system

 The company has an internal reporting system based on the Whistleblower Protection Act in order to identify and improve or prevent compliance risks in business activities at an early stage. A whistleblower may select one of three channels that respectively report to the Compliance Committee Secretariat (internal), the Standing Audit and Supervisory Committee Member (internal), and the legal advisor (external). Whistleblowing and consultation may be made by e-mail, by phone, in writing, in person, or by other means, and anonymous whistleblowing is acceptable. It is clearly stated that a whistleblower is protected from dismissal or any disadvantageous treatment because of whistleblowing unless it is conducted for an illegitimate purpose. Apart from the whistleblowing system, TOK has an outside counseling section that can be accessed anonymously to receive complaints concerning harassment.

 In the fiscal year ended December 2023, there were four reports to the whistleblowing system regarding labor and the workplace environment for the entire group, and 19 consultations to other consultation windows. Based on detailed fact-finding and objective situation judgment, TOK implemented guidance to the subjects and education for correction. TOK will further enhance the system and continue disseminating it to the executives and employees so as to establish a more reassuring environment for whistleblowing.