Governance Compliance
Organizational Structure
The Yamato Group has assigned a person to be responsible for the department in charge of compliance and risk management at each Group company, to establish a structure that can respond rapidly and smoothly to risk.
Furthermore, to prepare for a case where the maximum risk occurs, we have created an internal rapid information system so that information is shared accurately and rapidly with relevant personnel, including directors and Audit & Supervisory Board members, in the event of an emergency.
Corporate Governance
The Yamato Group conducts its business activities in accordance with laws and social norms, and engages in compliance management in line with the Yamato Group Corporate Philosophy, as well as promoting compliance management.
Furthermore, the Group regards maximizing corporate value by making effective use of its management resources as one of the most important management issues, and implements measures to strengthen its management structure as a corporate governance initiative.
The Yamato Group is fully committed to management that puts top priority on compliance, under the Compliance Declaration issued in the name of the president.
For details, please refer to the Corporate Governance section of the corporate information page.
Compliance
As a social infrastructure company, the Yamato Group believes that it is very important to continue to earn the trust of customers and society. In order to do so, all business activities and employee actions must be conducted not only in compliance with laws and regulations—which are the rules of society—but also with high ethical standards.In order to foster a corporate culture with high ethical values, the Group conducts ethics training, focused primarily on instilling its Corporate Philosophy, through initial orientation training for employees at the time of joining the company and subsequent regular training sessions. We also display posters of the Group Corporate Philosophy and the Compliance Declaration at all business locations of each Group company, to raise employee awareness and explain cases of noncompliance in an easily understandable manner, with illustrations to draw attention.
To prevent compliance violations, it is also important to link practice of the Yamato Group Corporate Philosophy with employee performance evaluations and compensation. The Yamato Group conducts employee evaluations, which evaluate whether an employee is performing their expected role. Cases where an employee has violated compliance regulations are dealt with strictly in accordance with internal regulations.
For details, please visit the “Yamato Group Corporate Philosophy” website.
Risk Management
In addition to fostering ethical values, the Group conducts risk management—in accordance with the Basic Risk Management Regulations—against economic losses, interruptions and suspensions of business, loss of confidence and brand image, and various other risks that impede the achievement of the Group's Corporate Philosophy, management plans, and management strategies. By doing so, we aim to ensure business continuity and achieve stable development.
We take stock of and evaluate risks that could occur during the course of business at least once a year. With regard to risks that are evaluated as having a material impact on our corporate activities in particular, a Compliance and Risk Committee meeting held at each Group company discusses measures for avoidance and mitigation, and reports on these to the Board of Directors at each company.
At Yamato Holdings, also, a Compliance and Risk Committee meeting is held four times a year, chaired by a representative director or a director or executive officer appointed by a representative director. The committee checks to ensure that risk management at each Group company is being carried out correctly and reports the result to the Board of Directors.
Internal Control
The Yamato Group has constructed and operates an internal control system to instill a sound corporate culture throughout the Group, prevent fraudulence and mistakes, and conduct business efficiently and effectively. We have established a Basic Internal Control System Policy, in line with which we are working to enhance our internal control system to meet the four objectives of operational effectiveness and efficiency, reliability of financial reporting, compliance with laws and regulations relating to business activities, and preservation of assets.
The Internal Control Department works together with other departments responsible for major Group companies, to ensure effective operation throughout the Group. The Department is working to enhance and improve the internal control system as necessary, and the state of development and operation of the system is reported to and checked quarterly by the Group's Board of Directors and Audit and Supervisory Board.
Major Yamato Group companies have departments that are responsible for internal auditing, which conduct internal audits to ensure that business operations are conducted in accordance with the rules. Companies that do not have a department in charge of internal auditing are audited by the Yamato Holdings Audit Department. Yamato Holdings Audit Department reports the results of its audits to the president and Audit and Supervisory Board members, and to the Board of Directors on a quarterly basis for checking.
Internal Reporting (Whistleblowing) System
The Yamato Group has established a whistleblower system to promptly discover and appropriately respond to compliance violations. The system receives reports on general actions that violate laws and internal regulations, including corruption, such as bribery, and human rights violations, such as bullying and harassment, as well as violations of the Group’s Management Philosophy.
We have established two points of contact: an internal Compliance Hotline as a whistleblowing point of contact, and an external Corporate Fraud Point of Contact.
Compliance Hotline | This point of contact is able to notify the person responsible for the department in charge at a company via the Compliance and Risk Committee Secretariat regarding actions that violate laws and regulations, rules, and the Corporate Philosophy. |
Corporate Fraud Point of Contact | To deal with fraud involving the organization or major violations of laws and regulations, this external point of contact has been set up to receive reports independently from management, conduct investigations, and respond. The reports are received by an independent, external lawyer who has no relationship of interest with the Yamato Group. |
We have established an Opinions Box for offering suggestions and feedback on matters such as operational improvements to the Group's president. We have also established dedicated contact points at group companies to provide a convenient consultation desk.
All directors and employees of the Yamato Group may use the three types of contact point: the Compliance Hotline, the Corporate Fraud Point of Contact, and the Opinions Box. Across the three contact points, 740 reports were received in fiscal 2023.
In accordan ce with our Internal Reporting Regulations, which were set forth in accordance with the Whistleblower Protection Act, we have stipulated that reporters and personnel who have cooperated with investigations may not receive any disadvantageous treatment for reporting or cooperating with investigations. Moreover, we strictly protect the privacy of whistleblowers, make it known throughout the Company that the identity of reporters is not to be disclosed to persons involved in the reported matter without the reporter’s consent, and create an environment that makes it easy for employees to report anonymously if they wish to do.
In the event of a report, we have established specific, Groupwide response procedures and conduct regular uniform education of personnel responsible for dealing with reports at all Group companies in Japan. In this way, we have established a system to promptly confirm facts and take necessary measures to rectify problems and prevent recurrences without any oversights.
When a major violation is recognized, it is reported immediately to the representative directors and necessary measures are taken. In addition, we centrally manage reporting information and responses within the Group and periodically report to the Compliance and Risk Committee, the Board of Directors, and the Audit & Supervisory Board, leading to improvements throughout the entire Group.
Employees are constantly provided with information regarding the whistleblower system through means such as internal newsletters, the Company intranet, and posters displayed at all business sites.
We also work to create an environment where employees can use the whistleblower system with confidence by providing training and information to directors and managers, and raising awareness and checking concerns through regular questionnaires for employees.
Preventing Corruption
As a supporter of the UN Global Compact, the Yamato Group strives to prohibit and prevent corruption. Our Group Corporate Philosophy and Employee Code of Conduct advocate adherence to laws and fair practices and state clearly that "When we entertain or give gifts, we will do so within the scope of what is socially appropriate. We will not engage in any bribery that violates the laws, regulations, or rules of any country or region, nor will we engage in any act that could be suspected of being bribery." In order for employees to confirm risks related to corruption and incorporate measures against them into their individual actions, we have prepared and distributed a carry-sized Group Corporate Philosophy booklet to all employees.
The Compliance and Risk Committee reports on compliance risks-including corruption-to the Board of Directors on a quarterly basis.
In FY2023, there were zero disciplinary actions and dismissals due to anti-corruption-related noncompliance violations. In addition, the total amount of fines related to corruption last year was 0 yen, and the number of penalties and approvals other than fines was also 0.
Prevention of Insider Trading
To prevent insider trading, we have set out the Insider Trading Prevention Regulations, as well as conducting education for all relevant employees, including directors, through regular training sessions and e-learning. In addition, we strive to ensure rigorous information management.
In FY2023, there were zero cases of legal measures due to insider trading or cases involving violations or disciplinary actions.
Business Continuity Planning (BCP)
As a social infrastructure company, the Yamato Group has formulated a Business Continuity Plan (BCP) to ensure that stable provision of services can be continued even under unforeseen circumstances. Based on our experiences during the 2011 Tohoku Earthquake, we are working to enhance our group-wide crisis management system in anticipation of various emergencies.
The Yamato Group's Basic BCP Policy stipulates the three key pillars of giving top priority to human life, aiming for the early restoration of the businesses of each Group company, and meeting the expectations of local communities as a part of social infrastructure. Based on our basic policy, we have established various group-wide standards and prepared manuals according to the business characteristics of each Group company.
Each Group company has established a BCP department and supervisor, as well as the BCP department within Yamato Holdings that oversees BCP for the whole Group. In the event of an emergency, based on the standards, we establish a response headquarters within Yamato Holdings (headed by the president) and coordinate with the departments in charge at each Group company.
As of 2020, we have also introduced a safety / disaster status confirmation system, and regularly conduct training on initial safety checks and reporting on damage status in the event of a disaster.
In addition to toughening our response to natural disasters such as earthquakes, torrential rain and flooding, which are expected to cause large-scale damage, we will also continue to consider a wide range of new measures against infectious diseases and other such disasters.