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Corporate Governance

Compliance System

Compliance System

Isetan Mitsukoshi Holdings Ltd.

Compliance System

Our Views on Compliance

  • The Group views it as essential for employees to incorporate compliance into their values, awareness and actions, and practice it to observe laws, ethics, social norms, rules and the like. For that purpose, the Group has established the Corporate Code of Ethics and Conduct for officers and employees based on Our Philosophy. The Group seeks to maintain and improve compliance systems to gain social trust, in addition to working to spread the Code companywide.
  • The Group has also established the Internal Audit Division as an independent body for auditing the legality and appropriateness of business.
  • The Group works to make compliance in everyday businesses known to all employees by posting on the Intranet the Compliance Guidebook, which prescribes laws that should be observed in relation to customers and business partners, and standards for ethical actions by employees.

Initiatives for the protection of personal information

  • The Group has established and released a Privacy Policy for properly managing personal information received from customers and using it legitimately. The Group meets the expectations and trust of customers in this way.
  • The Group has also created Personal Information Management Rules based on the Privacy Policy. Under these rules, the Group uses the personal information of customers properly and protects and manages it strictly.

Establishment and application of a system for preventing insider trading

  • The Group has established Insider Trading Prevention Rules for handling important internal information that is unreleased. Under these rules, the Group takes the initiative for managing information strictly and raising awareness to prepare and apply management systems equity markets and stakeholders find trustworthy.
    The Group has developed systems for preventing insider trading, including compulsory advance notification by officers and other employees belonging to specified divisions who plan to trade shares and the like.

Establishment of IR Policy

  • The Group has established and released an IR Policy so as to gain the trust and understanding of shareholders and investors through its investor relations activities (public relations activities for shareholders and investors). Based on this policy, the Group aims to disclose information fairly and improve communication.

Establishment of an Anti-Bribery Policy

  • The Isetan Mitsukoshi Group has declared that it will implement initiatives to combat bribery and it has established and released an Anti-Bribery Policy accordingly. The policy states that it is prohibited to provide money, goods, entertainment, preferential treatment, or other benefit, etc. to public officials or private officers for the purpose of gaining an unlawful benefit, irrespective of whether it is in Japan or overseas.

Establishment and application of systems for promoting fair trade

  • The Group has established Basic Policy on Fair Trade. Under the policy, the Group promotes the establishment of systems that exclude unfair trade restrictions and the like and their strict application in a bid to remain as a group of companies that adhere to fair and free competition and continue to extensively contribute to society.

Response to antisocial forces

〔Example〕Sound Corporate Culture
  • The Group provides training for persons responsible for preventing unreasonable demands to persons in charge of job sites at Group companies to enable them to deal resolutely with such demands made by antisocial forces. Participants in the training watch videos and attend lectures by officials from the Metropolitan Police Department and the Tokyo Center for Removal of Criminal Organizations, and commissioned instructors. They receive a certificate of course completion and practice what they learned after training completion.

    Number of persons who underwent the training

    2015 2016 2017 2018
    142 98 105 117
  • Training for persons responsible for preventing unreasonable demandsTraining for persons responsible for preventing unreasonable demands

Establishment and operation of a whistleblowing system

The Group has established Group Hotline Rules to promptly recognize unfair actions and the like, and to make improvements in such cases. It has prepared an internal whistleblowing system called the Group Hotline to enable all Group employees to report the occurrence of such actions to an internal division in charge of whistleblowing and external law offices.

Initiatives for proper representation in the media used for appeal

MI Card Co., Ltd.  received an order to take measures based on the Act against Unjustifiable Premiums and Misleading Representations  (misleading representation of superiority and greater advantages) from the Consumer Affairs Agency  on July 8, 2019, for having made partially improper representation in its membership campaigns for the MI Card and the Gold Card.
In response, the company is working on initiatives to prevent the recurrence company-wide, in addition to providing training and education to all employees.
Other companies in the Group are also making efforts to provide proper and accurate representation (information) to customers, in other words, to strengthen and fully enforce compliance by applying internal rules and manuals to representation in the media used for appeals and the like.

Compliance Guidebook posted on the Companys intranet

The Isetan Mitsukoshi Group includes compliance-related content at training sessions for new employees and newly appointed managers, etc. Furthermore, the Compliance Guidebook, which is a booklet that lays out laws and social norms to be observed by all employees in a manner that is easy to understand, has been posted on the Companys intranet.

[Examples of content]

  • Providing safe and reassuring products
  • Protecting personal information
  • Respect for human rights
  • Prohibition of harassment
  • Creating a positive work environment
  • Insider trading
  • Preventing connections with antisocial forces
  • Prohibition of bribery
  • Dealing fairly with our suppliers
  • Intellectual property rights
  • Ensuring the safety of customers and employees
Isetan Mitsukoshi Holdings Ltd.

Isetan Mitsukoshi Group Anti-Bribery Policy

Isetan Mitsukoshi Group Anti-Bribery Policy

To fully ensure compliance, the Isetan Mitsukoshi Group is taking measures against bribery, and does not permit any benefits gained through bribery nor any other dishonest means.
This Policy stipulates that no monetary amounts, rewards, advantages or other kinds of benefits shall be supplied to public servants or private executives or employees for the purpose of gaining unfair benefit either inside or outside of Japan.

In addition to the stipulations of the Japanese Criminal Code and the Unfair Competition Prevention Act of Japan, and in consideration of the tightening of restrictions, in both Japan and other countries, on regulatory measures against corruption, such as the US Foreign Corrupt Practices Act and the UK Bribery Act 2010, the Isetan Mitsukoshi Group broadly prohibits the supplying of dishonest benefits to public servants and other individuals of proportionate standing either inside or outside of Japan.

Isetan Mitsukoshi Group Anti-Bribery Policy
    • Monetary sums, rewards, advantages or other kinds of benefits shall not be supplied, offered nor promised to public servants or other individuals of proportionate standing for the purpose of gaining unfair benefits, either inside or outside of Japan. Additionally, no monetary sums, rewards, advantages nor other kinds of benefits shall be supplied, offered or promised to private executives or employees of business partners.
    • We will maintain and manage an organizational system required to prevent bribery and continue to regularly train and educate officers and employees on the prevention of bribery.

Toshihiko Sugie
President and CEO
April 1, 2018

Isetan Mitsukoshi Holdings Ltd.

Guidelines on Fair Trade

We, the Isetan Mitsukoshi Group, and our staff must properly recognize that our group companies are in a superior position in transactions with many of our trading partners, and must also bear the responsibility of allowing our customers to purchase products, etc., in reliance with the information that we provide.
Under this understanding, and with the objectives of the group adhering to fair and free competition, as well as a fair existence that continues to contribute broadly to society, we shall comply with the following Basic Policy on Fair Trade as well as the 11 Principles of Fair Trade Compliance.

Basic Policy on Fair Trade

(Conducting fair and transparent transactions)

  • We shall adhere to fair and free competition, and in addition, shall conduct fair and transparent transactions with all of our stakeholders, including customers and trading partners. We must not unfairly place any burden or loss, etc., on trading partners that should be borne by us, and must not take unfair gain from our trading partners.

(Provision of appropriate information on products and services)

  • We shall endeavor to provide our customers with the appropriate information on products and services, so that they are able to make accurate decisions.

(Compliance with laws and regulations, and social ethical codes)

  • We shall comply and respect the spirit of all relevant laws, regulations, and social ethical codes, including the Antimonopoly Act, the Act Against Delay in Payment, etc., to Subcontractors, the Act against Unjustifiable Premiums and Misleading Presentations, the Unfair Competition Law, the JAS Law, and the Food Hygiene Management Act.

The 11 Principles of Fair Trade Compliance

1 Prohibition of unfair returns

With the exception of where there is a defect in a purchased product, where a product was not ordered, or where conditions for return were agreed with the trading partner beforehand, we shall not return the products that we have purchased from our trading partners.

2 Prohibition of unfair discounting

With the exception of where there is a defect in a product, or where a product was not ordered, we shall not ask our trading partners to reduce the price of the products we have purchased.

3 Prohibition of refusal of receipt of private brand (PB) products, etc.

With the exception of where there is a defect in a product, or where a product is different to the one ordered, etc., we shall not refuse receipt of products we have ordered from our trading partners with special standards, designs, or models, etc., including private brand (PB) products and manufacturing consignment products.

4 Prohibition of inertia selling

We shall not ask trading partners to purchase the products or to use the services that we have specified contrary to the desire of the trading partner, including having a person involved in the purchase of products at the purchasing department or sales department, or a person engaged in the purchase of miscellaneous goods, etc., recommend a trading partner to purchase our company's products.

5 Prohibition of unfair requesting and use of dispatched sales personnel

If we make a request to send a member of our sales personnel to a trading partner, we shall provide a comprehensive explanation and hold sufficient discussions beforehand.
We shall not send personnel without the prior consent of the trading partner, and shall not make unfair use of the employees, etc., of a trading partner, such as have them perform business outside of that relating to the sale of the product that they are purchasing.

6 Prohibition of unfair requests for funding, etc.

If we ask a trading partner for funding, we shall provide a detailed explanation and hold sufficient discussion beforehand on the amount, use, and calculation basis, etc., based on our prescribed proposal document.
We must not request funding that is not in the direct interest of the trading partner, and we shall not ask for funding in excess of a reasonable range.
Outside of such funding, we shall not request any economic benefits, such as money from our trading partners, which would not normally be borne by them.

7 Prohibition of disadvantageous handling

We must not provide disadvantageous handing to trading partners, such as stopping transactions or delaying payments, on the grounds of a trading partner not having complied with an unfair request made by a group company such as that prescribed in these Principles, or on the grounds of a trading partner having notified a government agency such as the Fair Trade Commission of the fact of the performance of an unjust act by a group company.

8 Prohibition of other unfair trading conditions

We must not conduct transactions under conditions that are significantly disadvantageous to our trading partners, and must not unilaterally change trading conditions.

9 Prohibition of the provision of unfair gifts

We must not provide excessive gifts that exceed the legally prescribed maximum amount and total amount prescribed by law as a means for soliciting customers.

10 Provision of appropriate information and prohibition of misrepresentation

We shall provide the appropriate information on our products and services so that our customers are able to make accurate decisions.
We shall not make displays that mislead customers as a means to solicit customers.

11 Prohibition of unfair trading restrictions

We must not perform any act that restricts regular competition, such as agreeing with a competitor on the price, quantity, trading partner, and contractor, etc., for products and services.

Established April 1, 2008
Amended April 1, 2017
Isetan Mitsukoshi Holdings Ltd.