Ethics and Anticorruption Policy

The TOK Group promotes fair and impartial business activities in compliance with the laws of countries and regions and social norms

■ The Group prohibits anti-competitive behavior and maintains fair and free competition.
■ The Group prohibits the abuse of its dominant bargaining position and ensures equal and proper transactions.
■ The Group does not engage in dishonest acts that may interfere with international peace and security.
■ The Group prohibits entertainment and gifts beyond the range of common sense and social norms.
■ The Group prohibits conflicts of interest.
■ TOK stringently manages all confidential information that the company possesses or acquires with regard to business.
■ The Group prohibits the dishonest use of corporate assets.
■ The Group properly protects and uses intellectual property while respecting the intellectual property rights of third persons.
■ The Group discloses corporate information in a timely and fair manner.
■ The Group will place correct advertisements and provide accurate information on products and services.
■ The Group prohibits insider trading.
■ The Group makes donations and political contributions in accordance with the laws of the countries and regions.
■ The Group will never have a relationship with antisocial forces.
■ The Group prohibits political activities and soliciting activities on company premises without permission by the company.

Compliance Promotion System and Standards of Conduct

Compliance activities are being promoted with the participation of all employees and led by the Compliance Committee, which consists of TOK officers and undertakes awareness raising and dissemination activities at Group companies with the support of the Legal Department (Compliance Committee Secretariat). In order to prevent violations of compliance, the Compliance Committee collects information about potential problems and compliance issues from each site, along with corrective actions and the planned time of correction, and monitors progress on a periodic basis. The standing Audit and Supervisory Committee members and the Internal Auditing Division as the internal audit department attend the Compliance Committee to share key points in audits, thereby improving the quality and effectiveness of audit.

The Ethics and Anticorruption Policy has been established as a subordinate policy under the CSR Policy with the aim of improving the awareness of compliance by each officer and employee and to clarify the values and code of conduct for sharing. This policy is also applicable to subsidiaries in Japan and overseas and is translated into the local language of each group company for distribution to all officers and employees.

Compliance Committee Diagram

Initiatives for ensuring compliance with laws and regulations

In order to prevent compliance-related risks from emerging, all officers and employees must absorb compliance into business practices. To achieve this, the company works to construct a system to respond rapidly to any revisions to the laws and regulations in each country and region. TOK also provides its own unique compliance training that considers the conditions at each department and site within the Group and executes the PDCA cycle to prevent risks from materializing.

In the fiscal year ended December 2024 and based on the activities in the previous fiscal year, (revision of list of applicable laws and regulations and the procedures for the management of laws and regulations, confirmation of legal compliance status [four times a year]), TOK continued to confirm the legal compliance status (four times a year) while revising the list of applicable laws and regulations and the procedures for the management of laws and regulations. These changes led to the establishment of a continuous process for timely information collection on changing laws and incorporating the information into business practices. To ensure that employees better understand compliance, CSR training was implemented for all employees in Japan, through which the changing concepts of compliance were shared, and the importance of compliance was disseminated.

Prevention of acts of bribery and corruption

To promote fair business activities, TOK prohibits entertainment and gifts beyond the range of common sense and social norms based on the Ethics and Anticorruption Policy. Regardless of whether the counterparty is a public official or private company personnel, TOK has established a policy of not providing entertainment, gifts, money, or other benefits beyond the range of common sense and social norms for the purpose of obtaining improper business advantages or conveniences, or that violate applicable laws and regulations, and not accepting entertainment or gifts beyond the range of common sense and social norms. TOK responds in accordance with the Entertainment and Gift Guidelines that define specific handling procedures and standards. TOK communicates the content of these guidelines to executives and employees through regular awareness campaigns. When making donations or political contributions, TOK personnel will comply with laws and regulations in each country and region and respond through appropriate methods based on the Ethics and Anticorruption Policy.

Internal reporting system

The company has an internal reporting system based on the Whistleblower Protection Act in order to identify and improve or prevent compliance risks in business activities at an early stage. A whistleblower may select one of three channels that respectively report to the Compliance Committee Secretariat (internal), the Standing Audit and Supervisory Committee Member (internal), and the law firm (external). Whistleblowing and consultation may be made by e-mail, by phone, in writing, in person, or by other means, and anonymous whistleblowing is acceptable. It is clearly stated in company regulations that a whistleblower is protected from dismissal or any disadvantageous treatment because of whistleblowing unless it is conducted for an illegitimate purpose. Apart from the whistleblowing system, TOK has an outside counseling section that can be accessed anonymously to receive complaints concerning harassment.

In the fiscal year ended December 2024, the whistleblowing system received three reports regarding labor and the workplace environment for the entire group, and nine consultation requests to other consultation windows. Based on detailed fact-finding and objective situation judgment, TOK implemented guidance to the subjects and education for correction. TOK will further enhance the system and continue disseminating it to the executives and employees so as to establish a more reassuring environment for whistleblowing.