Strengthening of Compliance
Companies around the world are being required to comply with increasingly strict regulations in all regions. The Group's Compliance Committee has been established to maintain and promote awareness of compliance, and it deliberates and makes resolutions regarding the Group's annual compliance plan, policies for compliance-related activities, and other important compliance-related matters.
The Group's Compliance Committee convenes twice yearly and reports its agenda items to the outside directors and audit and supervisory board members by way of the Board of Directors.
The NYK Code of Conduct, which sets forth norms that officers and employees must follow in the course of their duties, is reviewed periodically to reflect changes in the business environment and social conditions. September has been designated a compliancestrengthening month in which comprehensive compliance checkups are conducted that allow employees to take the initiative in reviewing their conduct and work processes. As part of comprehensive compliance checkup activities, the Company raises employee*1 awareness of compliance issues by conducting a compliance awareness survey and then providing feedback on the survey results via its internal bulletin board.
- *1employees includes secondees from other companies, and temporary staff.
The NYK Group's Compliance System
- *Reports to a full-time audit and supervisory board member periodically and as required
List of Training for Enhanced Compliance
The Group strives to improve awareness regarding compliance, antitrust laws, and the prohibition of bribery, among others, through group training and e-learning.
|Status of Training in Fiscal 2021||Number of programs||Number of participants|
|Training on compliance*1||42||920|
|Training on antitrust law and the prohibition of bribery, etc.*2||106||2,668|
|e-learning for the above
- *1Cumulative totals since fiscal 2002: 501 compliance training sessions and 13,747 participants.
- *2Training was conducted at 109 domestic and overseas Group companies in 30 countries. Training was conducted 11 times in Japan (training for individual companies). Overseas, training is conducted once every one to three years in each region. A cumulative total of 46,442 employees have participated in this training since fiscal 2009.
The NYK Group recognizes its social responsibility to comply with the laws of all countries and to fulfill its obligation to pay taxes, and constantly strives to improve taxation compliance.
In recent years, various problems have arisen with companies seeking to evade paying taxes by taking advantage of differences between corporate activities, national tax regulations and international taxation. We believe international taxation frameworks, such as the OECD's Base Erosion and Profit Shifting (BEPS) project, are essential for securing taxation transparency, and we seek to comply with such international standards.
The Company provides several consultation services for employees to discuss concerns about or report workplace misconduct, harassment, and non-compliance activity, including the Yusen Chat Room providing connections to other employees and outside lawyers and a consultation line operated by outside contractors. The Yusen Chat Room is available to roughly 64 Group companies in Japan and provides connections to six personnel, including an outside lawyer, available specifically to listen to a wide range of compliance matters and provide consultation, reporting, and whistleblowing on the matters.
Every effort is made to ensure the person contacting the service incurs no adverse consequences and, if desired, the contact remains completely confidential with the objective that the information provided will help improve the work environment.
Complying with Antitrust Laws
In the global shipping industry, which is subject to the principle of the freedom of shipping (free navigation in international waters and innocent passage in territorial waters), anyone is free to enter or leave the market, which means that it is easy for competition to intensify. To reduce the potential negative impacts from that, such as interruptions to the stable shipping network and reduced shipping and industry competitiveness in emerging countries, the industry has historically been exempted from the scope of antitrust laws under certain conditions.
With these legal protections diminishing in recent times, it has become common for shipping companies to cooperate through vessel sharing agreements and slot exchanges in order to fulfill infrastructure responsibilities, maintain and improve diverse navigation networks, and manage the frequencies of port calls. As such, companies in the industry encounter many opportunities to make contact with competitors.
Since September 2012, the NYK Group has been subject to investigation by overseas authorities for allegedly violating antitrust laws regarding the shipping of automobiles and other cargo. The Company and certain overseas Group companies are also subject to class action damage compensation suits in multiple regions.
We offer all our stakeholders a sincere apology for the concerns that we caused.
We implemented various measures including the president declaring thorough compliance with antitrust law, building and operating a control network spanning the entire Group in Japan and overseas, and educating and raising employee awareness through training and manuals on antitrust law and rules concerning contact with other companies in the same industry. Nevertheless, we solemnly accept the fact that this situation occurred and are constructing and initiating a system to ensure absolute compliance with antitrust laws while continuing to raise the awareness of all Group employees* and executive officers.
- *Includes company employees, personnel seconded from other companies, and temporary staff
Measures for preventing reoccurrence (continued from 2013)
- Annual Holding of the Executive Committee Overseeing Thorough Legal Compliance
Chaired by the president and attended by directors, executive officers, audit and supervisory board members, the regional governance officers*1 of overseas regional management companies, NYK head office general managers, and respective groups’ compliance managers
Conducted in October 2021 (191 attendees)
As of October 2021, the committee has convened 16 times, if meetings of the former Executive Committee Overseeing Thorough Antitrust and Anti-bribery Law Compliance are included.
- Formulation of guidelines and implementation of risk assessments of all operating divisions, including domestic and overseas Group companies
- Obtaining written oaths regarding compliance with antitrust and competition laws
- Adoption of an application system*2 for officers and employees at headquarters and domestic and overseas subsidiaries who want to participate in industry gatherings
- *1As part of governance-strengthening measures, the committee’s membership was extended to include the regional governance officers of the four overseas regional management companies beginning from fiscal 2020.
- *2The system limits the opportunities of employees for interaction with competitors’ employees. If any participation for a meeting with them is required, employees must obtain approval in advance and report content of the meeting.
Thorough Prohibition of Bribery
In January 2014, the Company updated its basic policy and guidelines related to prohibiting bribery to reflect the Japan Unfair Competition Prevention Act (prohibiting the bribing of overseas public officials), the U.S. Foreign Corrupt Practices Act, and the U.K. Bribery Act 2010. Since fiscal 2015, the Company has conducted anti-bribery training for employees in Japan and overseas.
In addition, the Company has been a member of the Maritime Anti-Corruption Network (MACN) since fiscal 2015. MACN is a global network engaged in activities to prevent and eliminate corruption in order to realize fair trade across the entire maritime shipping industry while investigating the root causes of corruption. To reduce the incidence of corruption, MACN has established cooperative relationships with major stakeholders, such as government officials, government authorities, and international organizations.
In April 2016, the Company established a system to prevent the bribery of overseas public officials. When considering new businesses in high risk countries, our legal department screens candidate partners and agents for bribery issues and provides advice and checks, including establishing anti-bribery clauses when creating agreements.
Exercising Due Diligence Regarding Bribery
In April 2016, we established a system under which legal departments confirm matters related to bribery when the launch of new business in a high-risk country is being considered. In addition to screening partner and agency candidates for bribery-related problems, suggestions regarding incorporation of clauses related to the prohibition of bribery when concluding contracts are provided and relevant matters are confirmed.
Legal consultation system
When considering new investment and the launch of new businesses, our legal department implements risk management via screening and due diligence in order to conduct checks regarding antitrust laws, bribery, and economic sanctions.
Certification from anti-bribery business organization
The Group has received below certification from TRACE International, a globally recognized anti-bribery business organization and leading provider of third-party risk management solutions.
"TRACE has completed a TRACE certification due diligence review of Nippon Yusen Kabushiki Kaisha. Certification by TRACE signifies that Nippon Yusen Kabushiki Kaisha has completed internationally accepted due diligence procedures and has been forthcoming and cooperative during the review process. TRACE certification underscores Nippon Yusen Kabushiki Kaisha's commitment to transparency in international commercial transactions.
TRACE certification ID: TC3182-6961 (Valid through: 2023/1/15~2024/1/14)
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As part of its lobbying activities, NYK makes political contributions that comply with the political funds control law, are based on company performance, and are made in accordance with proper internal procedure.
Also, to remain socially responsible and expand business value, we carefully review our lobbying activities and make contributions at amounts considered acceptable.