Nurturing a culture of trust
Corporate ethics and compliance with the law

As the foundation supporting the Haseko Group’s corporate activities, we work for intensive adherence to corporate governance and compliance.

Corporate Governance

Basic Approach to Corporate Governance

Haseko Corporation has made it a basic policy of its corporate management to contribute to society and win society's confidence through its business operations that put customers first. The Company has also positioned reinforcement of corporate governance as one of its utmost management priorities as it recognizes that it is indispensable to secure management transparency and objectivity for maximizing corporate value in a stable manner over the long term and ensuring shareholders’ interests.
As part of its effort to achieve sustained growth and enhance corporate value over the medium- to long-term, the Company has formulated its “Basic Policy on Corporate Governance” and posted it on its website.

Related Information

Company Institutions

Haseko Corporation has adopted an auditor system as a corporate institution. The Board of Directors of Haseko Corporation serves as the institution where directors with expert knowledge and experience in various business sectors conduct decision-making on managerial issues and supervise execution of duties of other directors. As for monitoring of management operations, the Company’s system provides the Board of Auditors, the majority of which are outside auditors, with the monitoring function from an objective and neutral standpoint from outside through implementation of audits. On top of these functions, starting in June 2016, Haseko appointed outside directors with abundant experience and track record to occupy at least one third of the Board of Directors, so that they shall provide appropriate opinions and advice in order to further activate discussions at the Board of Directors and enhance the function to monitor business management. With this system in place, we are making efforts to build an optimum system for the Company, taking into consideration the balance between the operation of the Board of Directors and the monitoring functions. In addition, one of the appointed outside directors is a woman, and we are continuing to work towards ensuring the diversity of the Board of Directors.

Decisions on certain matters authorized by the Board of Directors are made by the Management Council, Business Operation Council, and Technology Operation Council, each of which limits the participation of directors to a certain extent. In doing so, we have developed a system to separate the functions of decision-making and supervising such decision-making, so that each director can supervise the execution of duties by other directors. In addition, the Management Council is also responsible for the function of discussing in advance the important issues to be decided by the Board of Directors.

<>Note: Corporate Auditor system
The corporate auditor system is a system stipulated under the Companies Act of Japan.
Corporate auditors are appointed at an annual meeting of shareholders, and are responsible for supervising the performance of duties by Directors. Audits comprise operational audits and accounting audits. Operational audits, also known as legality audits, are audits to examine whether Directors perform their duties in compliance with laws and regulations as well as the Articles of Incorporation. Operational audits also examine whether Directors use due care of a prudent manager in performing their duties related to management decisions as required under laws and regulations.
Accounting audits are audits to examine the financial statements and their supplementary schedules. In the case of a large company (i.e., a stock company with capital of 500 million yen or more or total liabilities of 20 billion yen or more on the balance sheet for the most recent fiscal year), the accounting auditor audits the financial statements and other related documents and submits the audit report to the Board of Corporate Auditors, and corporate auditors determine the appropriateness of the methods and results of the accounting auditor's audit.
Under the Companies Act, various measures are taken to ensure the independence of corporate auditors, such as prohibiting them from concurrently serving as Directors or employees, so that they can properly perform their duties. It also grants strong authority to corporate auditors, such as the right to demand reports from and investigate Directors and employees, and the right to demand injunctions against illegal acts by Directors.
(Source: Based on the website postings of the Japan Audit & Supervisory Board Members Association)

Diagram of company institutions and internal governance

Details of Company Institutions

  • The Board of Directors holds regular meetings once a month and extraordinary meetings as necessary, and is responsible for important decision-making and regular reports on matters related to management. In addition, operating officers make reports on business operations on a regular basis to the Board.
  • The Nomination and Remuneration Committee is an advisory body for the Board of Directors, in order to secure objectivity, transparency, and fairness of the procedures related to the nomination, remuneration, etc. of directors and enhance corporate governance. The committee comprises all independent Outside Directors and an equivalent or below number of Representative Directors, etc.
  • The company has established the Management Council and two operation councils - the Business Operation Council and the Technology Operation Council - to facilitate prompt and flexible decision-making on matters related to daily business operations to the extent they are authorized by the Board of Directors. Participation of directors in the Management Council and the two operation councils are limited to a certain level, so that the functions of decision-making and supervising such decision-making are divided and clarification is made for the responsibilities and authority for these functions. Moreover, the Management Council is responsible for the function of discussing in advance the important issues to be decided by the Board of Directors.
  • The Risk Management Committee is held once every quarter and on an ad hoc basis as necessary whenever any material risk has arisen. It examines and determines the establishment, amendment or abolishment of internal rules on risk management and risk prevention plans, etc., and discusses and decides on the implementation policies and specific measures for risk management, among other things.

List of Directors and Corporate Auditors

Director

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Title and Name Attendance at Board Meetings
Chairman and Representative Director
Noriaki Tsuji
14 out of 14 meetings
(100%)
President and Representative Director
Kazuo Ikegami
14 out of 14 meetings
(100%)
Director,
Executive Vice President
Junichi Tani
14 out of 14 meetings
(100%)
Representative Director,
Executive Vice President
Nobuhiro Tani
14 out of 14 meetings
(100%)
Director,
Executive Operating Officer
Toshiyuki Murakawa
14 out of 14 meetings
(100%)
Director,
Executive Operating Officer
Shoji Naraoka
14 out of 14 meetings
(100%)
Director,
Senior Operating Officer
Masahito Koizumi
12 out of 12 meetings
(100%)
Director,
Senior Operating Officer
Satoshi Kumano
12 out of 12 meetings
(100%)
Director
Kazuhiko Ichimura
OutsideIndependent
14 out of 14 meetings
(100%)
Director
Tadashi Kogami
OutsideIndependent
13 out of 14 meetings
(92%)
Director
Mami Nagasaki
OutsideIndependent
14 out of 14 meetings
(100%)
Director
Toshikatsu Ogura
OutsideIndependent
12 out of 12 meetings
(100%)
Director
Shinsuke Fujii
OutsideIndependentnew
-

* The Attendance at Board of Directors Meetings represents the results for fiscal 2020. The rate of attendance is calculated by using the number of times the Meetings were held during the term of office as a denominator.

Corporate Auditors

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Title and Name Attendance at Board of Directors Meetings Attendance at Board of Corporate Auditors Meetings
Full-time Corporate Auditor
Takahisa Chikayama
14 out of 14 meetings
(100%)
12 out of 12 meetings
(100%)
Full-time Corporate Auditor
Hiroyuki Takuma
12 out of 12 meetings
(100%)
10 out of 10 meetings
(100%)
Corporate Auditor
Yoshitaka Fukui
OutsideIndependent
14 out of 14 meetings
(100%)
12 out of 12 meetings
(100%)
Corporate Auditor
Mitsuo Isoda
OutsideIndependent
14 out of 14 meetings
(100%)
12 out of 12 meetings
(100%)
Corporate Auditor
Nobuyuki Iijima
OutsideIndependentnew
- -

*The Attendance at Board of Directors Meetings and the attendance at Board of Corporate Auditors Meeting represent the results for fiscal 2020. The rate of attendance is calculated by using the number of times the Meetings were held during the term of office as a denominator.

Reasons for nomination as Outside Director, etc.

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Name Independent Director Reasons for nomination
(Positions concurrently held as of June 29, 2021)
Terms of Office
Kazuhiko Ichimura Kazuhiko Ichimura has abundant experience in promoting urban redevelopment projects and large-scale commercial development at Mitsubishi Corporation. In addition, he was engaged in the management of developers of income properties, centered on commercial establishments, as CEO at Mitsubishi Corporation Urban Development, Inc. and gained abundant experience and an excellent track record in company management. He also has a business perspective targeted at consumers gained as an Operating Officer at ASATSU-DK INC. Since he assumed the office of Outside Director, he has greatly contributed to the enhancement of the Company’s governance. For such reasons, the Company has judged that he will make significant contributions to the management of the Company. Since the amount of the Company’s transactions with Mitsubishi Corporation, Mitsubishi Corporation Urban Development, Inc. and ASATSU-DK INC. (currently ADK Marketing Solutions Inc.) is 1% or less of the consolidated net sales, the Company believes that he is independent with no conflict of interest with general shareholders as he meets the Company’s independence criteria. 5 years
Tadashi Kogami Tadashi Kogami is from the Ministry of Land, Infrastructure, Transport and Tourism, having served as Assistant Vice-Minister (in charge of the Housing Bureau), Minister’s Secretariat and Director-General, National and Regional Planning Bureau, and possesses highly professional knowledge concerning the construction and real estate industries. As Representative Director of West Japan Construction Surety Co., Ltd., he has also been engaged in business management of a guarantee company, accumulating abundant experience and an excellent track record as a manager. Since he assumed the office of Outside Director, he has greatly contributed to the enhancement of the Company’s governance. For such reasons, the Company has judged that he will make significant contributions to the management of the Company. Since the amount of the Company’s transactions with West Japan Construction Surety Co., Ltd. is 1% or less of the consolidated net sales, the Company believes that he is independent with no conflict of interest with general shareholders as he meets the Company’s independence criteria. 4 years
Mami Nagasaki Mami Nagasaki has diverse experience as an attorney and knowledge about legal affairs in general, and also is engaged in duties related to the Company’s main construction business. In addition, she has executed overall business operations at an investment company as Executive Director, and also has experience and a track record in corporate management. Since she assumed the office of Outside Director, she has greatly contributed to the enhancement of the Company’s governance. For such reasons, the Company has judged that she will make significant contributions to the management of the Company. Since no advisory contracts, etc. have been made between the Company and Ishii Law Office, to which she belongs, and no transactions have been made between the Company and Ichigo Green Infrastructure Investment Corporation, at which she serves as Executive Director, and HONDA TSUSHIN KOGYO CO., LTD., at which she serves as Outside Auditor, the Company believes that she is independent with no conflict of interest with general shareholders as she meets the Company’s independence criteria.
[Positions Concurrently Held]
・Attorney, Ishii Law Office
・Executive Director, Ichigo Green Infrastructure Investment Corporation
・Outside Auditor, HONDA TSUSHIN KOGYO CO., LTD.
3 years
Toshikatsu Ogura Toshikatsu Ogura was engaged in business management of companies as a Representative Director at Nippon Telegraph and Telephone West Corporation and NTT BUSINESS ASSOCIE Corporation, and has abundant experience and an excellent track record in management. Since he assumed the office of Outside Director, he has greatly contributed to the enhancement of the Company’s governance. For such reasons, the Company has judged that he will make significant contributions to the management of the Company. Since the Company has no transactions with Information & Telecommunication Equipment Constructor’s Association and the amount of the Company’s transactions with Nippon Telegraph and Telephone Corporation, Nippon Telegraph and Telephone West Corporation, and NTT BUSINESS ASSOCIE Corporation is less than 2% of the consolidated net sales, the Company believes that he is independent with no conflict of interest with general shareholders as he meets the Company’s independence criteria.
[Positions Concurrently Held]
・Chairman, Information & Telecommunication Equipment Constructor’s Association
1 year
Shinsuke Fujii Shinsuke Fujii was engaged in business management of companies as a Representative Director at MITSUI & CO., LTD., and has abundant experience and an excellent track record in management. For such reasons, the Company has judged that he will make significant contributions to the management of the Company. Since the amount of the Company’s transactions with MITSUI & CO., LTD. is 1% or less of the consolidated net sales, the Company believes that he is independent with no conflict of interest with general shareholders as he meets the Company’s independence criteria.
[Positions Concurrently Held]
・Counselor, MITSUI & CO., LTD
-

Reasons for nomination as Outside Corporate Auditor, etc.

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Name Independent Director Reasons for nomination
(Positions concurrently held as of June 29, 2021)
Terms of Office
Yoshitaka Fukui Yoshitaka Fukui is a professor of economic analysis of accounting systems and information at Aoyama Business School, and the Company has judged that as he has a high level of expertise in finance and accounting, he will be able to duly perform the duties as Outside Corporate Auditor from a professional viewpoint. The Company believes that he is independent with no conflict of interest with general shareholders as he meets the Company’s independence criteria.
[Positions Concurrently Held]
・Professor, Aoyama Business School
4 years since June 2018
Mitsuo Isoda The Company has judged that Mitsuo Isoda will be able to duly perform the duties as Outside Corporate Auditor from a professional viewpoint by utilizing his expertise in law as an attorney. The Company believes that he is independent with no conflict of interest with general shareholders as he meets the Company’s independence criteria.
[Positions Concurrently Held]
・Attorney, Miyake & Partners
・Outside Director, Morita Holdings Corporation
4 years since June 2018
Nobuyuki Iijima Nobuyuki Iijima is a certified tax accountant and a professor of tax law at SANNO University. He has abundant knowledge about tax and accounting. As such, the Company has judged that he will be able to duly perform the duties as Outside Corporate Auditor from a professional viewpoint. The Company believes that he is independent with no conflict of interest with general shareholders as he meets the Company’s independence criteria.
[Positions Concurrently Held]
・Professor, School of Management, SANNO University
4 years since June 2021

Independence Criteria for Outside Officers
Please see the appendix of Basic Policy on Corporate Governance

Related Information

Appendix of Basic Policy on Corporate Governance: Independence Criteria for Outside Officers(Japanese Only) [PDF:218KB]

Training for officers

The Company has put in place an education system for Directors, Corporate Auditors, Operating Officers, other officers and employees to provide education and training relevant to their positions.
For Directors and Corporate Auditors, the “Basic Policy on Corporate Governance” stipulates that “the Company will organize programs that offer seminars, etc., for acquiring essential knowledge and information, offer and help find training opportunities, and provide relevant financial support,” and in accordance with this policy, the Company pays the costs of seminars and other programs in which Directors and Corporate Auditors have participated for self-development.
For Outside Directors, the Company provides an orientation program soon after they take office, where representatives from each department of the Company’s Corporate Management Division and each of the other divisions as well as from Group companies join to make presentations about businesses, operations, the Company’s current status and major issues facing the Company. In addition, the Company also offer them opportunities to visit the Company’s facilities and construction sites to promote their understanding of the Company’s businesses and individual projects. For Outside Corporate Auditors, the Company provides various reference materials about the Company, while also inviting them to participate in some of the visits to the Company’s facilities and construction sites, to help deepen their understanding of the Company’s businesses.
For operating officers as well as department managers and higher-level managers, the Company provides its “Executive Leader Development Program,” a training program that includes, among others, a “New Managing Executive Officer Training Course,” “New Officer Training Course,” “School of New Corporate Management,” and “Corporate Management Course.” The Company ensures that these training courses not only cover knowledge essential to their current positions, but also include knowledge necessary for Directors and Corporate Auditors, with the aim of nurturing future candidates for Director and Corporate Auditor.

Evaluation of the Effectiveness of the Board of Directors

Based on the results of analyzing and evaluating the effectiveness of the Board of Directors in fiscal 2020 in accordance with our Basic Policy on Corporate Governance, we have confirmed that the Board of Directors has held constructive and active discussions and that its effectiveness has been sufficiently ensured. The outline and results of this analysis and evaluation are as follows.

(1) Evaluation Method

We conducted a questionnaire regarding the effectiveness of the Board of Directors for all Directors and Corporate Auditors. Reflecting on the results of this questionnaire and reports from the secretariat on the operation of the Board of Directors in fiscal 2020, deliberations were held and the effectiveness of the Board of Directors as a whole was analyzed and evaluated at the Board of Directors Meeting in April 2021 based on opinions presented by the Board of Auditors and individual Directors.

(2) Evaluation Items

(i) Institutional Design/Composition Number of members, percentage of independent Outside Directors, diversity, frequency of meetings, meeting length
(ii) Operation Number and content of agenda items, quality and quantity of agenda materials, timing of prior distribution, quality of prior explanations
(iii) Deliberation Constructive discussions and multifaceted considerations in meetings, ethos, one’s own roles and responsibilities
(iv) PDCA Addressing issues raised, reporting results after resolutions, efforts toward improvement

(3) Evaluation Results and Future Response

As a result of analysis and evaluation, we confirmed that the effectiveness of the Board of Directors in fiscal 2020 was adequately ensured, and that we will work to improve a few issues recognized in the evaluation results.
Going forward, we will continue utilizing effectiveness analysis and evaluation of the Board of Directors to further improve the Board of Directors, and make efforts to enhance its effectiveness.

Executive Remuneration

(1) Matters regarding the policy for determination of remuneration, etc. of individual Directors
(i) The way of determining the policy for determination of remuneration of individual Directors, etc.
The basic policy for remuneration of Directors is stipulated in the Basic Policy on Corporate Governance, which was revised by the resolution of the Board of Directors in March 2021. In accordance with the Basic Policy on Corporate Governance, the remuneration of Directors is determined by resolutions of the Board of Directors based on the criteria for payment of remuneration of Directors prepared by the President in consideration of discussions at the Nomination and Remuneration Committee, which is comprised entirely of independent Outside Directors as well as Representative Directors, etc., numbering not more than the independent Outside Directors.

(ii) Summary of the policy for determination of remuneration of individual Directors, etc.
(a) Composition of Remuneration
 ・Remuneration of Directors consists of basic remuneration (fixed remuneration) and performance-linked remuneration.
(b) Basic Remuneration
 ・Basic remuneration is paid monthly in a fixed amount, with a standard amount set for each position.
 ・The amount of basic remuneration is determined based on the position, duties, and term of office of each Director and by taking into consideration the Company’s business performance, the level of employee salaries, and the level of remuneration of Directors at comparable companies.
(c) Performance-Linked Remuneration
 ・Performance-linked remuneration consists of executive bonuses and stock remuneration. This system makes adjustments according to business performance, with the purpose of offering incentives for achieving business plans and increasing corporate value.
 ・Because the medium-term business plan sets consolidated ordinary income as a specific numerical target, the achievement status of the consolidated ordinary income relative to the initial forecast as of the beginning of each fiscal year is used as a performance-linked indicator.
 ・In principle, Outside Directors and Corporate Auditors are not eligible for performance-linked remuneration.
(Formula for calculation of executive bonuses)
 ・Amount of bonuses = Base amount by position (fixed remuneration per month) × Performance coefficient (0 to 6.5)
 ※Bonuses are determined based on the position of each Director at the end of the fiscal year under review and paid annually, generally after the Ordinary General Meeting of Shareholders held in June.
(Formula for calculation of stock remuneration)
 ・Points to be granted = Base amount by position (fixed remuneration per month) × Performance coefficient (0 to 2.0) / per-share BBT (Board Benefit Trust) book value
 ※Points are granted based on the position of each Director at the end of the fiscal year under review and provided annually, generally on June 1.
 ※The Company’s stock is delivered to Directors as stock remuneration at the time of retirement at the rate of one stock per one point for points accumulated by the time of retirement.
 ・The performance coefficient is determined based on the level of consolidated ordinary income and a year-on-year change in consolidated ordinary income, and for Directors serving as Executive Operating Officer or a lower rank, the business performance of the division of which the Director is in charge is also considered in the determination of the coefficient.
(d) Ratio of Basic Remuneration and Performance-Linked Remuneration (Executive Bonuses and Stock Remuneration)
 ・While the ratio of basic remuneration to executive bonuses to stock remuneration is basically 66:26:8, the ratio of basic remuneration to performance-linked remuneration may vary depending on the Company’s business performance as calculated by using a certain formula for Directors (excluding Outside Directors).

(2) Reasons that the Board of Directors has judged that the remuneration of individual Directors is determined in compliance with the policy
The Company’s policy for determination of remuneration of Directors will apply to the remuneration of Directors for fiscal 2021 and beyond. The remuneration of Directors for fiscal 2020 has been determined by the resolution of the Board of Directors in consideration of discussions at the Nomination and Remuneration Committee, which is comprised entirely of independent Outside Directors as well as Representative Directors, etc., numbering not more than the independent Outside Directors.

(3) Matters regarding the resolution of the general meeting of shareholders on remuneration of Directors and Corporate Auditors, etc.
It was resolved at the 91st Ordinary General Meeting of Shareholders held on June 27, 2008 that the monetary remuneration of Directors shall be a maximum amount of 700 million per year (provided that, of the 700 million yen, 200 million yen shall be paid as bonuses for Directors on the condition that dividend of surplus is paid on common stock). The number of Directors was 12 at the time of closing of the 91st Ordinary General Meeting of Shareholders. It was also resolved at the 100th Ordinary General Meeting of Shareholder held on June 29, 2017 that, separately from the above maximum amount of monetary remuneration, a performance-based stock compensation scheme for Directors (excluding Outside Directors) shall be introduced as a measure to help enhance the Company’s business performance and corporate value over the medium- to long-term and that a maximum amount of 320 million yen shall be contributed to the scheme for every five fiscal years. The number of Directors (excluding Outside Directors) was 8 at the time of closing of the 100th Ordinary General Meeting of Shareholders.
It was resolved at the 77th Ordinary General Meeting of Shareholders held on June 29, 1994 that the monetary remuneration for Corporate Auditors shall be a maximum amount of 100 million yen per year. The number of Corporate Auditors was 4 at the time of closing of the 77th Ordinary General Meeting of Shareholders.

(4) Total amount of remuneration, etc., of officers for fiscal 2020, etc.

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Category Number of eligible officers Amount of remuneration, etc., by type Total
Basic Remuneration Performance-Linked Remuneration, etc. Others
Executive Bonuses Stock Remuneration
Directors
(of which, Outside Directors)
16 persons
(6 persons)
407 million yen
(51 million yen)
127 million yen
(-)
41 million yen
(-)

(-)
575 million yen
(51 million yen)
Corporate Auditors
(of which, Outside Corporate Auditors)
6 persons
(3 persons)
80 million yen
(25 million yen)

(-)

(-)

(-)
80 million yen
(25 million yen)
Total 22 persons 486 million yen 127 million yen 41 million yen - 655 million yen

(Note)1. The Company provides stock remuneration, and the amount of stock remuneration is an amount equivalent to the stock remuneration expensed for the fiscal year under review based on the scheme of granting the Company’s stocks through the “Board Benefit Trust (BBT)” to officers at the time of retirement.
   2. For the performance indicators used as a basis for calculation of the amount or the number of performance-linked remuneration, the Company applies the level of consolidated ordinary income for the fiscal year under review as compared to the forecast at the beginning of the year and change in consolidated ordinary income from the previous fiscal year as the Company has designated consolidated ordinary income as a specific target in the medium-term management plan.
   3. The remuneration of Corporate Auditors is determined based on discussions between the Corporate Auditors and does not exceed the maximum amount determined by the resolution of the General Meeting of Shareholders.

Cross-Shareholdings

In the case where holding shares of our business partners will help facilitate the operation of business, Haseko’s policy is to hold shares as cross-shareholdings in accordance with the “Guidelines for Asset Acquisition in Facilitating Transactions” that is separately prescribed.

The guideline states that the total book value for assets acquired shall be about a prescribed amount of the consolidated net assets.

Haseko examines cross-shareholdings individually in terms of medium- to long-term economic rationale and future projections annually at a Board of Directors meeting, and if any shares are determined to be without merit in holding, then those shares will be reduced or otherwise reconsidered. The Board of Directors confirms the status in transactions for the businesses relevant to the cross-shareholdings once every year, including annual amounts of orders received and purchase amounts for those businesses to deliberate the feasibility of continuing shareholding.

Number of issues and amount recorded in the balance sheet

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Number of issues Amount recorded in the balance sheet
(million of yen)
Unlisted shares 11 107
Stock other than unlisted shares 6 19,520

(Issue for which number of shares increased in the relevant fiscal year)

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Number of issues Total amount for acquisitions related to an increase in the number of shares
(millions of yen)
Reason for the increase in number of shares
Stock other than unlisted shares 1 3,568 For strengthening business ties even further

(Issues for which number of shares decreased in the relevant fiscal year)
There are no relevant matters.

Status of Audits

For the status of audits, please see the Annual Securities Report.

Annual Securities Reports (for the year ended March 31, 2021) (Japanese Only) [PDF:918KB]

Compliance

Basic approach and policy (Haseko Group Standards of Conduct)

With the recognition that intensive compliance is indispensable for the continuity of a corporation, the Company established the Haseko Group Standards of Conduct, under which Haseko has been working to establish a management system where all directors, operating officers, and staff respect societal standards and take sensible courses of action in keeping with their duties as members of society, as well as complying with all laws and regulations both in Japan and abroad, and the Company’s articles of incorporation, so that the Company can win the confidence of society.
The Company regularly reviews the Standards of Conduct for relevancy and effectiveness and revises it as needed.

Major points of the “Haseko Group Standards of Conduct”

  • Behave with common sense and responsibility / obey laws and regulations / respect human life / honor human rights / prevent risks
  • Obey industry laws / observe thorough quality control / ensure complete safety management / raise customer satisfaction / obey laws such as the Antimonopoly Act / prevent unfair competition / prevent infringement upon intellectual property rights / prevent bribery and corrupt practices / make proper donations and political contributions / conduct sound accounting procedures and tax processing / disclose management information / sever ties with anti-social forces
  • Develop new technology, products, and services / develop and improve products and services to fulfill customer needs / conduct environmental protection activities / contribute to society
  • Management and proper use of corporate assets/management of company information/management of personal information/protection of intellectual property rights/operation of information systems
  • Foster a positive workplace / comply with labor-related laws and regulations / prevent labor-related disasters and preserve the work environment / prohibit harassment / prohibit political and religious activities
  • Prohibit the provision of profits related to the exercising of shareholder rights / prohibit conflict of interest / prohibit insider trading / prohibit breach of trust / prohibit any other form of fraudulent activity

Haseko Group Standards of Conduct (Japanese Only) [PDF:218KB]

System for Promoting Compliance

The Compliance Department, established in the Risk Management Department as a department responsible for instilling the Standards of Conduct across the Group and advancing compliance efforts, is working to enhance the Group’s compliance.
In addition, pursuant to internal rules and regulations on internal audits, the Internal Auditing Department, which is under the direct control of the President, investigates and evaluates whether activities of respective divisions conform to laws and regulations, the Articles of Incorporation, the Company's rules and regulations, corporate policies, etc. and whether they are reasonable, and works to make improvements based on the results.
If there is any act violating the Standards of Conduct that causes concern that it might produce a material effect, it will be reported to the President and officers in charge of risk management will make an investigation. As needed, the Compliance Committee chaired by officers in charge of risk management or the President of the Company is convened to work to resolve it through such actions as examining circumstances, analyzing causes, identifying remedies, investigating whether there are any similar events, devising measures for preventing recurrence, and sharing the results in the Company and across the Group.

System for Promoting Compliance

Roles of the Compliance Department
(i) Address requests for consultation concerning compliance
(ii) Investigate violations by officers and employees of the Standards of Conduct and give corrective instruction
(iii) Communicate information concerning compliance
(iv) Promote education, awareness raising, etc., regarding compliance

Promotion of Compliance

1.Risk prevention efforts

To prevent compliance issues, the Company is making risk prevention efforts for risks concerning compliance, including identifying and assessing risks, formulating plans for countermeasures, and implementing risk mitigation measures, as it does for risks in other areas.

Related Information

2. Education and awareness raising

To instill the fundamental aspects of standards of conduct and compliance, all officers and employees have been provided with the “Haseko Group Compliance Book.” Information is also provided periodically online through the intranet to promote compliance, and e-learning programs are offered to all officers and employees, including contract employees and temporary employees, during the semiannual compliance promotion month as an initiative for compliance education. We are also raising awareness regarding compliance by having all officers and employees consent to the Haseko Group Compliance Guideline.

Internal Whistleblowing System

The Haseko Group has set out the “Haseko Group Whistleblower Protection Rules” pursuant to the Whistleblower Protection Act and relevant laws and regulations. In addition, the Company has established an office in the Compliance Department of the Risk Management Department, as well as in a law firm as an external contact, dedicated to receiving public-interest whistleblowing reports by officers and employees and requests for consultation regarding harassment and compliance issues in general (including issues concerning the prevention of corruption such as graft and bribery). The reports and requests may be filed anonymously. The Company has put in place a system for protecting whistleblowers and preserving their anonymity and created an environment where employees feel free to file a report or request consultation in order to ensure that any wrongful act or misconduct be immediately detected and corrected.

Prevention of Bribery and Corruption

The Haseko Group endeavors to ensure compliance and to prevent bribery and corruption.
The “Haseko Group Standards of Conduct” stipulate measures for preventing bribery and corruption, and in accordance with the standards, the Company has taken actions, such as distributing “Haseko Group Compliance Book” to all officers and employees and offering e-learning programs.
While the Company believes that, overall, its exposure to the risk of bribery, etc., is not so high because the construction projects in which the Group is engaged are mostly private-sector projects, the Company, as part of risk prevention efforts, has implemented in high-risk departments a system in which the self-checking function autonomously works. How this checking function is working is examined in internal audits.

Excerpts from the Haseko Group Standards of Conduct
3. Sound and sincere business activities
(8) Prevention of bribery and corruption
The Company does not offer public servants or equivalent parties any unjust benefit. In addition, the Company does not offer or receive entertainment, gifts or other benefits from customers or business partners, regardless of whether directly or indirectly, beyond normal business practices and social norms in any situation of business activities.

Elimination of anti-social forces

The Company has no relations with anti-social forces or groups that threaten the order and security of civic life, and will cope with such anti-social forces and groups systematically, and with an adamant and resolute attitude.
The “Haseko Group Standards of Conduct” also stipulate to that effect, and the Company has distributed the “Haseko Group Compliance Book” to all officers and employees, and has offered e-learning programs to ensure the elimination of anti-social forces.
In addition, as part of risk prevention efforts, the Company has embedded in the Group-wide operation flow the steps of confirming before starting a transaction that the counterpart is not part of anti-social forces and incorporating the “anti-social force clause” into contracts and equivalent documents, and has made these steps mandatory.

Excerpts from the Haseko Group Standards of Conduct
3. Sound and sincere business activities
(12) Rejection of relations with anti-social forces
The Company rejects any unjust demand from anti-social forces and makes no transaction with companies relating to anti-social forces. In addition, the Company may not use anti-social forces for any reason.

Prevention of harassment

The Haseko Group believes that preventing harassment is essential to achieving a favorable working environment in which everyone in the workplace can demonstrate their ability while respecting personality and values with one another.
To prevent harassment, the Company has set out prohibition of harassment under the “Haseko Group Standards of Conduct” and its “Employment Regulations,” has ensured that it is known and implemented across the Group through communication on the intranet and e-learning programs.
In addition, to make the Group’s policy for harassment even clearer, the Company established the “Haseko Group Harassment Prevention Rules” in May 2021, which applies to Group officers and employees, temporary employees, employees of contractors, and all engaged in the operation of the Haseko Group. The Company will work to ensure the objectivity and relevancy of the Group’s measures regarding harassment by implementing procedures for addressing harassment in the workplace (flow for collection, review, and judgment of harassment cases) defined in the rules.

Information security and protection of personal information

Information security

In recent years, there has been a growing risk of information assets being exposed to threats in various aspects in line with the progress of information technology.

The Haseko Group is working on the protection of information assets handled in its businesses and the enhancement of management of such assets, including customer information. We are building awareness of information management, having established the "Haseko Group’s Information Management Regulations" and "Basic Policy for Information Security" on a Group-wide scale and formulated the "Information Handling Guidelines" shared across the Group. We have also set individual management standards according to the respective businesses and contents of information handled by Group companies.

Haseko Livenet, Inc., which is engaged in the operational management of rental housing, handles personal information of residents and prospective residents as well as information assets entrusted by clients. For this reason, we have built an Information Security Management System (ISMS) in all divisions in Tokyo and Osaka. We are utilizing international standard ISO/IEC27001 in the inspection and review of day-to-day information asset management activities, having obtained certification in August 2005.

Protection of personal information

The Haseko Group recognizes the importance of protecting personal information, and has established the Privacy Policy with respect to all companies in the Group as our policy for handling personal information.

In order to clarify the structure of responsibility for the protection of personal information inside all companies in the Group, we have appointed a personal information protection manager and developed internal regulations on personal information, and are educating employees and raising their awareness so that they would comply with such regulations.

We have also established the "Guidelines for Handling Personal Information in Information Systems," which set forth the system requirements and operation rules of information systems that handle personal information, laying down the rules of the administration framework and operation method of systems that fall under the scope.

Furthermore, we execute thoroughgoing management and take various security measures to prevent the loss and leakage of personal information. We conduct internal audits periodically to verify that the series of measures to protect personal information are being implemented without fail, and take corrective action as necessary. In addition, we have undergone PrivacyMark (P-Mark) assessment to have our personal information protection status evaluated objectively by a third party, as a result of which four Group companies have been granted P-Mark.

Rules and regulations on information management

Responsible Advertising and Publicity

Basic Approach

In accordance with the Haseko Group Standards of Conduct, the Haseko Group complies with laws and regulations and internal rules, etc. in every aspect of its corporate activities and works to collect, accumulate, update and share the information on laws and regulations necessary for its operations.

System for Compliance with Laws and Regulations

The Company has put in place a system for inspecting and assessing the contents of its advertisements as needed to ensure compliance with laws and regulations.

As part of the effort to ensure compliance with the Act against Unjustifiable Premiums and Misleading Representations, the Company has set its rules for management of representations and put in place a system in which the Company appoints the person in charge of management of representations and the person in charge of safekeeping of materials for representations for each department and the person in charge of management of representations inspects a representation in advance by using a checklist to confirm that it does not infringe the Act and then grants approval. In addition, the Company holds the “Product Representations Check Meeting” as needed to inspect for appropriateness the contents of representations made by Group companies in advertisements for products, etc. that they sell.

For the Real Estate Brokerage Act, the Company holds an internal seminar every year to ensure compliance with the Act and other laws and regulations, and Group companies engaging in sales of real estate have adopted a system in which they check the contents of a representation every time they place an advertisement.

Promotion of CSR Procurement

The Haseko Group has established the “Haseko Group CSR Procurement Guidelines” in order to fulfill its social responsibility across the entire supply chain. The Group will work to meet the demands of society by having Group companies follow these guidelines in procuring materials, labor and other resources, while also asking its business partners to observe these guidelines in their business activities.

The Haseko Group CSR Procurement Guidelines [PDF: 115KB]

Risk management

Basic approach and policy

The Haseko Group has set out the “Haseko Group Risk Management Policy” with the aim of properly managing various internal and external business risks associated with its operations and continuing to maintain and enhance its corporate value. The Company has put in place its Risk Management System, and has ensured that rules and measures under the policy are known and implemented by all Haseko Group officers and employees.

Haseko Group Risk Management Policy

The Company will determine the following risk management policy and ensure that it is implemented by all officers and employees to live up to the trust society places in the Company.
The Risk Management Committee will develop a risk prevention plan, and based on the plan, the Company will carry out the process from collecting and assessing risk information and implementing improvement measures to operational auditing, with the Risk Management Department taking a central role.
In the event of a crisis, the Company will promptly respond to it in accordance with rules and regulations that stipulate the procedures for addressing expected crises to minimize the impact and ensure that it will not recur.

Risk Management System

The Haseko Group has adopted a risk management system in which the President of Haseko Corporation serves as Chief Officer to implement the “Haseko Group Risk Management Policy.” The Company has also appointed a Chief Risk Management Officer, who is responsible for overall risk management, including risk prevention and crisis response across the Group, and officers in charge of risk management, who is responsible for leading risk management in each operating division of Haseko Corporation and Group companies. In addition, each Group company has its risk management department, which makes advice and recommendations regarding the formulation and implementation of Group-wide measures for promoting risk management and monitors the progress of these measures.
The Company has also established the “Risk Management Committee” under the chairmanship of the President of Haseko Corporation. The committee meets once every quarter, while convening an extraordinary meeting as needed when a serious risk event occurs, and works to collect, analyze, assess, and address risk events across the Company. The results of discussions of the “Risk Management Committee” are reported as needed to the Board of Directors, which assesses and oversees the implementation and effectiveness of the Risk Management System.

Risk Management System

Promotion of risk prevention efforts

To prevent risk events, the Haseko Group is promoting risk prevention efforts, from identifying and assessing risks, formulating plans for countermeasures, and implementing risk mitigation measures, to internal auditing and reporting.
The Company seeks to continue to improve and raise its performance by using the PDCA cycle in these risk prevention efforts.

Plan: Identifying new risks, formulating measures for new risks, and reviewing measures for existing risks
Do: Implementing measures
Check: Checking (progress in implementing measures and the effects, etc.) via internal auditing, etc.
Action: Reviewing measures and making revisions, etc., as needed

Business Continuity Plan (BCP)

The Haseko Group has formulated a “Business Continuity Plan” with the aim of establishing a mechanism of clarifying operations of Group companies in the event of a major earthquake and other natural disasters, ensuring the safety of “housing” provided by us, preventing the suspension of operations or in the event that they are suspended, enabling the resumption of operations within the shortest possible time, as well as promptly preserving offices and tasks after ensuring the safety of employees and their families, enabling employees engaged in restoration activities and restoration support to take action autonomously.
The “Business Continuity Plan” stipulates that it shall be triggered by the authority of the head of Group Control Headquarters in the event where large earthquakes with a seismic intensity of lower 6 are observed at an earthquake observation point of the Japan Meteorological Agency located within a 50 km radius of the Haseko Group’s business bases (earthquakes below the reference seismic intensity are not excluded depending on the degree of the damage, etc.), and also in the event of natural disasters other than earthquakes (including storms, heavy rain, heavy snow, floods, high tides, tsunamis, eruptions, etc.) if the damage is significant. In the event of an emergency, the Company will set up a Group Control Headquarters and a Group Control and Support Headquarters in Tokyo or Osaka and a Regional Control Headquarters in the Tokai and Kyushu areas, while each Group company will set up a control headquarters.

BCP drill for natural disaster response

To ensure that the “Business Continuity Plan” will be promptly and properly implemented in the event of a natural disaster, the Company has made it a policy to hold a BCP drill once or more every year.
For the drill held in fiscal 2020, the Company set a hypothetical scenario in which an earthquake with a seismic intensity of upper 6 occurred during non-business hours (on a holiday or at night), which brought public transportation systems to a halt and caused devastating damage to the areas where the Company’s head office and offices are located, so that the Company’s staff had difficulty coming to the offices. The Company has put in place a system in which the staff of the natural disaster response task force will be able to set up a headquarters on the web by Teams and more promptly grasp the situation and take the initial response by utilizing mobile devices (smartphones, mobile PCs, etc.).

Program for the BCP drill
(i) Drill for setting up the Natural Disaster Response Task Force (by Teams)
(ii) Drill for checking the situations of employees’ safety
Reporting from employees on the situations of their safety, confirmation by each headquarters, etc.
(iii) Drill for an initial check of the situations of damage to properties from the disaster
Initial check of the Company’s offices, offices at construction sites, properties relating to the Group, etc. by using a map application software
(iv) Drill for real-time reporting on the situations of damage from the disaster
Sharing images of sites of disaster with headquarters by using Teams
(v) Drill for setting support headquarters
Setting Group Control and Support Headquarters in Tokyo and Osaka, collecting and summarizing information, etc.
(vi) Drill for requesting the dispatch of technical staff
Requesting the dispatch of technical staff to properties relating to the Group for emergency restoration
(vii) Drill for staff going to the office on foot
Checking the situations of damage from the disaster in the Company’s offices in the event that public transportation systems cannot be used
(viii) Training for technical and community support staff
Checking the buildings of elderly care centers managed by Group companies and providing support for the evacuation of residents of the centers (This drill was not performed in fiscal 2020 due to the COVID-19 pandemic.)

Measures Against the Spread of COVID-19

As infections of COVID-19 continue to spread, the Haseko Group has made “measures against COVID-19” part of the policy for priority risk prevention efforts for fiscal 2020, and is implementing thorough measures.
Specifically, the “Group Headquarters for the Coronavirus Task Force” headed by the President of the Company has been set up, and has put in place a system for collecting information on cases of infection and related information and providing relevant instructions and communication. In addition to ensuring basic measures for preventing infections and their spread, the Company has formulated the “Countermeasures Manual for COVID-19” as guidance for Group officers and employees to prevent infections among employees and their families and customers. The Company is also working to secure business continuity by prioritizing tasks and improving the working environment, including the environment for telework, while developing and promoting its system for remote work and staggered commuting.