Anti-Corruption

1. Basic Policy

The Toyota Tsusho Group clearly states its anti-corruption policy in the Global Code of Conduct & Ethics (COCE), and prohibits corruption and prevents money laundering as its Anti-Corruption Policy.

1. 1Corruption refers to all acts of abuse of authority in search of unfair profits, and includes all forms of corruption such as bribery, cartels/bid-rigging, embezzlement, and conflicts of interest.
2. 2Bribery refers to the improper provision of money, gifts, entertainment or other benefits to civil servants or private individuals, or promises to provide them or the act of making such promises, to obtain or secure business benefits, whether directly or indirectly.
3. 3Bribery refers to the request or receipt of money, gifts, entertainment or other benefits in return for improper judgment or conduct, whether directly or indirectly.

2. Supervision by the Board of Directors

Upon COCE violations, the Compliance & Crisis Management Department, together with related departments such as the Legal Department and the Global Human Resources Department, thoroughly investigate the case and take appropriate action based on the Incident Response Manual, under the supervision of the Board of Directors. Furthermore, at the Integrated Risk Management Committee Meeting held once every quarter and chaired by the Board of Directors and the member of the board & CFO, the policy for our global compliance activities including anti-corruption initiatives is reported along with the status of activities and violations in the current fiscal year.

3. Specific Initiatives

The Toyota Tsusho Group has established bribery prevention rules and implementation guidelines and is endeavoring to prevent bribery by ensuring that there are no breaches of the bribery regulations of any country, including the Foreign Corrupt Practices Act of the United States, the Bribery Act 2010 of the United Kingdom, and the Unfair Competition Prevention Act of Japan. Specifically, we are obliged to pre-examine and approve transactions involving the government, pre-examine and approve invitation of public officials, and report provision of entertainment and gifts to public officials. In addition, in order to prevent money laundering, payments to third countries and third parties are prohibited in principle, and the approval procedures for special approval are stipulated. We also regularly monitor the status of compliance with these internal rules and strive to ensure thorough compliance with these rules, and also improve them.

As part of the above-mentioned approval procedures, we conduct following due diligence for existing and new agencies (agencies, agents, consultants, etc.), suppliers, joint ventures, and joint venture partners, equivalent to their risk assessment. In addition, with new business partners and existing business partners associated with corporate acquisitions and joint ventures, we inform them of the Group's anti-corruption policy so they understand the Group's strong determination to prevent corruption. As a general rule, we conclude a contract that includes a clause on anti-bribery and obliges the new and existing business partners to the prevention of corruption, including bribery, thereby preventing the occurrence of corruption.

1. 1Pre-contract confirmation of business partner's anti-bribery system through Anti-Bribery & Corruption Questionnaire
2. 2Checking bribery controversies of business partners using the third-party risk and compliance database
3. 3Background survey on bribery and corruption risk of the business partner by a third-party

Regarding group companies, each business entity annually evaluates on two axes of its corruption risks, including bribery, with reference to its business domain, business partner and the Corruption Perceptions Index (CPI) published by Transparency International, and management system for the risks. Based on the results of the evaluation, in consultation with local attorneys regarding the laws and regulations of each country, each business entity establishes related internal rules including anti-bribery rules, and implement similar initiatives as described above, such as approvals and reporting procedures, due diligence of business partners, and utilizing e-learning of external organizations which we contract. In particular, for group companies evaluated as having a high risk, the Compliance & Crisis Management Department of the head office conducts interviews, etc. in collaboration with local legal representatives and legal personal and then provides guidance and support so that the above efforts can be properly designed, implemented, and carried out. The Compliance & Crisis Management Department of the head office monitors the implementation and execution status of these efforts and support them to prevent corruption.

Confirmation of Contributions to Industry Associations and Other Organizations

We communicate opinions that may influence the enactment or revision of laws to the government through our participation in various committees and working groups of industry associations. Payments to such industry associations and other organizations are subject to prior approval, and we confirm that the contribution payments are appropriate.

4. Training

The Laws & Ordinances Handbook for Executives and a compliance manual for employees also clearly describe the prohibition of corrupt acts and are distributed in handbooks and other forms to all executives and employees, respectively. Also, to ensure full understanding and thorough dissemination of the requirements, we offer an e-learning course that is mandatory for all executives and employees.

Additionally, for managerial staff, we have created a handbook outlining fundamental practices to be implemented for the prevention of corruption, and we ensure thorough understanding and adherence through training sessions and other means.

5. Individual Response to COCE Violations

To handle emergencies when a COCE violation occurs, the Toyota Tsusho Group has established emergency response guidelines (in a form of notification) and the Compliance & Crisis Management Department takes appropriate action at the appropriate time together with the related departments.

Upon receiving the report, the Compliance & Crisis Management Department General Manager immediately reports to the top management, Deputy CFO (in charge of Compliance & Crisis Management Department) and Audit & Supervisory Board Members, as well as related departments such as the Legal Department, the Human Resources Department, and the Public Relations Department, and conducts the initial response, necessary investigations, etc., as is appropriate. The status of actions taken and the results will be reported to the Deputy CFO (in charge of Compliance & Crisis Management Department) and Audit & Supervisory Board Members. If an employee commits a fraudulent activity, they will be dealt with strictly through procedures according to the award and punishment rules, such as the establishment of a disciplinary committee. In addition, in order to prevent similar COCE violations from occurring within our group, the outline of the case, the root cause of occurrence, the recurrence prevention measures, etc. are shared quarterly within our group and are used for compliance education at our company and each group company.

6. Cases of Uncovered Corruption

In the fiscal year ended March 31,2024, there were no corrupt acts uncovered inside Toyota Tsusho, and thus there were no payments of fines or penalties.