At SUBARU, compliance is positioned as one of our most important management issues in our Corporate Governance Guidelines. All officers and employees of the SUBARU Group are deeply ingrained with the commitment to adhere to the Compliance Manual, laws, internal regulations, and social ethics and norms, making it an integral part of their behavior at all levels. In the unlikely event of a violation of set standards, not only could the Company incur damages in accordance with legal regulations, but such incidents could erode the trust and confidence of customers, business partners, clients, shareholders, and broader society. By creating and operating a compliance system/organization, and carrying out activities such as providing different kinds of training, each employee has a strong awareness that thorough Group-wide compliance forms the foundation of SUBARU’s management and behaves in accordance with this.
Corporate Governance GuidelinesPDF/468kB (June 30, 2023)
Rules for Compliance
In striving to enhance its compliance-related initiatives, SUBARU has established various rules related to compliance, including the Company-wide Risk Management and Compliance rules, which stipulate its compliance-related structures, organizations, and enforcement methods.
The SUBARU Group has established the Risk Management and Compliance Committee, a company-wide organization designed to promote compliance. This committee deliberates, discusses, decides, and exchanges information on important matters related to risk management. We also employ a PDCA cycle, with each department creating its own compliance program each fiscal year to enhance compliance. This involves consistent, structured independent actions for legal compliance management and to foster employee compliance awareness, as well as subsequent verification of compliance status.
The Chief Risk Management Officer (CRMO), appointed by the Board of Directors, serves as chair of this committee, with the Risk Management and Compliance Office serving as its secretariat. Under the chair’s direction, the committee conducts comprehensive oversight of compliance and executes global and Group-wide compliance initiatives, regularly reporting these activities to the Board of Directors.
When regular or temporary employees of SUBARU and its Group companies in Japan detect a problem related to compliance in the Group, they can consult with our Internal Reporting Desk by using the Compliance Hotline.
The Internal Reporting Desk is where employees designated in accordance with the relevant rules receive reports via mail, telephone calls, email, and websites, investigate facts, and provide response. We have also established a desk outside the Company staffed by external specialists to increase the hours in which service is available and to increase the confidentiality and security of those contacting the desk. Furthermore, we provide consultation services in four languages (English, Chinese, Portuguese, and Spanish) for foreign workers.
Consultations received through these channels are thoroughly examined by the Risk Management and Compliance Office General Manager, following our internal regulations, to ensure swift resolution. Also, the Internal Reporting Desk reports to the proper management members and the Risk Management and Compliance Committee, working toward preventive measures. We have established a mechanism that enhances the reliability and effectiveness of the internal reporting system by conducting third-party evaluations, led by legal experts, on reported cases and the subsequent actions taken.
There were 270 consultations in FYE March 2023, the details of which are outlined in the table below.
Through initiatives to fully embed this system, SUBARU has improved awareness of compliance and fostered an atmosphere where employees can consult even about trivial matters. This has resulted in an increasing trend in the number of consultations over the previous five years. It is also contributing to the reform of corporate culture as a channel for addressing and resolving workplace issues.
Compliance Hotline (Consultation and resolution procedure)
Breakdown of Compliance Hotline Consultations and Trend over Time
|Suspected violation or violation||22||14||19||26||24|
|Labor-related grievances and requests||59||60||65||67||59|
|Interpersonal relationship grievances and requests||111||136||143||111||178|
In enforcing thorough compliance, we believe that initiatives in which the entire SUBARU Group acts in concert are necessary. We conduct compliance training, training for legal affairs in practical business, and other programs for all Group employees in Japan organized by our Legal Department, Risk Management and Compliance Office, and human resource and education departments.
In particular, approximately 30,000 employees of SUBARU and Group companies in Japan have participated in video-based online training programs, which was introduced to adapt to work format changes due to the COVID-19 pandemic, thereby raising compliance awareness across a wide range of individuals. In addition, to promote the understanding of key laws and regulations, the Legal Department leads training for legal affairs in practical business for SUBARU and Group companies in Japan. In FYE March 2023, we conducted such training within eight programs covering topics that included security trade controls, the Act on the Protection of Personal Information, and the Subcontract Act. In addition, to complement compliance enlightenment training, study groups are held at each department and affiliated company based on their compliance program, covering important laws and regulations related to their work. These include export controls, the Act on the Protection of Personal Information, the Antimonopoly Act, the Political Funds Control Act, and harassment prevention.
Compliance Implementation Support Tools
In order to promote compliance in everyday work, we create and provide various implementation support tools other than the Compliance Manual, such as in areas of specialization at affiliated companies.
To make knowledge of the Compliance Hotline common, we distribute cards containing information on the framework of the system and the contact address for consulting services, and also put up posters in all workplaces. We have designed the information cards and posters to deliver a message that encourages employees to proactively use the system even for things that feel only slightly suspicious.
In addition, we are making efforts for the timely report of highly urgent information and to call the entire Group’s attention to such matters.
At SUBARU and its Group companies in Japan, we consider the prevention of bribery in the connection to our businesses as an important issue, and work to ensure the following approach is rigorously permeated.
- Prohibition of providing, offering, or promising improper entertainment, gifts, favors, or other economic benefits to public officials or persons in similar positions, whether in Japan or abroad
- Prohibition of providing or receiving an amount in excess of socially accepted norms in dealings with business partners and customers who do not constitute public officials or similar persons
- Prohibition of receipt of personal gain as a result of using information obtained in the course of business, establishing boundaries between public and private life
In addition, we have established the company-wide Bribery Prevention Rules, which clarify prohibited and non-prohibited acts when dealing with public officials. SUBARU Group companies overseas have also established guidelines on anti-bribery in consideration of local laws and regulations to clarify the conduct required of employees and executives. In China, taking into consideration unique social conditions, we created the Bribery Prevention Guidelines (with a Chinese translation included). It is distributed throughout our Chinese subsidiaries and forms the official rules of the relevant companies.
Also, anti-corruption is identified as an important issue in the Compliance Manual (Japanese and English versions) issued to domestic and overseas companies. We not only require proper conduct regarding bribery to government workers but also pursue thorough fairness in transactions with private-sector customers and partners.
Under the monitoring system for bribery prevention, SUBARU collects information to ascertain the presence of cases that may constitute compliance violations through fact-finding investigations of all SUBARU divisions. It also strives to detect cases early via business audits conducted by internal audit departments. Furthermore, SUBARU has established a system to report high-risk cases to the Risk Management and Compliance Committee and the Board of Directors, in an effort to strengthen oversight.
In FYE March 2023, there were no fines, penalties, or settlement payments related to violations of anti-corruption laws and regulations within the Group, and no individuals were subject to disciplinary dismissals for such violations.
Security Trade Control
SUBARU, seeking to preserve the peace and safety of the international community, performs independent export control in accordance with the Foreign Exchange and Foreign Trade Act so that consumer products and technology that could be repurposed for military use, including weaponry, do not fall into the hands of countries developing weapons of mass destruction or terrorists (non-state entities).
We have regulations for the purpose of appropriate management of the Group. Also, the Export Control Committee is a body that meets at least once a year to deliberate on Group-wide initiatives. It is comprised of executives from all departments involved in exports, chaired by the director in charge of the Legal Department.
With the goal of improving the level of its management, SUBARU also promotes PDCA cycles, including review of related rules, with a focus on the following initiatives.
- Regular training sessions for management, including members of the Export Control Committee, led by external experts
- Export controls utilizing IT systems (regular system enhancements are made to improve controls)
- Utilization of proprietary checklists in accordance with relevant regulations and on-site voluntary inspections
Enactment of the Tax Policy
The SUBARU Group enacted its Tax Policy in June 2020. This basic policy sets forth our posture and way of thinking toward the tax laws we should comply with when paying the appropriate amount of tax.
In promoting tax strategy and risk management, SUBARU’s Finance & Accounting Department reports on these matters to the Chief Financial Officer (CFO), who must approve them before submission to SUBARU’s Executive Management Board Meeting and the Board of Directors. Such matters are also reported to the accounting auditors during their audits and to the Board of Corporate Auditors upon request by the respective parties as appropriate.
The SUBARU Group is able to conduct its business operations thanks to support from society, and it strongly recognizes the importance of returning profits to society. The SUBARU Group considers fulfilling its tax obligations to be an essential element of this.
The SUBARU Group strives to ensure compliance with the tax laws and regulations of each country and jurisdiction, pursuant to the international rules and standards set out by international organizations, thereby fulfilling its social obligations through appropriate tax payment, while aiming for sustainable growth through sound business activities.
1. Compliance with tax laws and tax-related regulations
The SUBARU Group undertakes applicable tax return filing and tax payment procedures in compliance with the tax laws and tax-related regulations of each country, and relevant tax treaties.
2. Tax corporate governance
The SUBARU Group establishes and implements a structure to appropriately identify, manage and report tax risk. In order to respond to changes in its businesses, and in light of complex tax operations, the SUBARU Group enhances this structure by assigning to it employees with tax expertise. Furthermore, the SUBARU Group raises awareness and provides guidance and consultation regarding tax compliance to SUBARU Group companies, making use of external professionals, and properly fulfills its tax payment obligations.
3. Appropriate intercompany transaction prices (Transfer Pricing)
The SUBARU Group conducts inter-group transactions and transactions with unrelated parties applying economically rational (arm’s length) prices, and does not inappropriately set prices through arbitrary manipulation.
4. Compliance with Anti-Tax Haven Rules
The SUBARU Group does not establish entities that are unnecessary for its business with the aim of tax avoidance, and the SUBARU Group pays taxes pursuant to the substance of its businesses in accordance with the tax laws and regulations.
5. Relationship with tax authorities
The SUBARU Group strives to maintain trust with tax authorities by dealing with the authorities in a good faith manner; for example, by providing fact-based information in an appropriate and timely manner in response to requests.