Measures to Prevent Bribery and Corruption

The Denka Group prohibits all forms of corruption ⁽²⁾, including acts that violate laws and regulations such as bribery ⁽¹⁾ and excessive entertainment and gifts that go beyond social norms.
In the Anti-Bribery Policy, the Denka Group stipulates that its officers and employees must comply with anti-bribery and anti-corruption laws and regulations of each country and region where the Denka Group conducts business, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and the Japanese Penal Code and the Unfair Competition Prevention Act. Furthermore, the Denka Group prohibits the provision of benefits ⁽⁵⁾ with the intent of wrongdoing, whether directly or through a third party (such as an agent or consultant), to public officials ⁽³⁾ or political parties ⁽⁴⁾.
Moreover, the Anti-Bribery Policy requires the Denka Group's officers and employees (all executives and staff) to limit entertainment and gifts to public officials and private individuals alike, regardless of whether it violates the laws and regulations of each country, to what is legal and socially acceptable. When selecting business partners, they must not do so for personal gain, but rather select the best business partners for the company in accordance with the Denka Group Sustainable Procurement Policy and Guidelines.
Furthermore, the Anti-Bribery Policy requires officers and employees to conduct strict due diligence when appointing agents, consultants, etc., to prevent all forms of corruption, including bribery. In this process, they must check whether the case is one that may involve contact with public officials or is related to public business based on a checklist, and take necessary measures based on the results. In addition, they must explain the purpose of this Policy to agents, consultants, etc., and request their cooperation in preventing corruption throughout the supply chain.
These matters are communicated to all officers and employees of Group companies in Japan and overseas through regular training and education, such as e-learning conducted by the Ethics Committee.
Moreover, to prevent bribery risks, the Denka Group requires its officers and employees to make prior notifications and post-event reports when dining with or giving gifts to public officials, and has established a system for the Compliance Department to check these notifications and reports.
In addition, as part of its measures to prevent corruption, the Denka Group conducts risk assessments regarding corruption in business activities based on a series of processes, the characteristics of each business division, the situation in each country and region, and the scale of business. Based on these assessments, the Denka Group takes measures to strengthen its anti-corruption measures in departments and bases that may be involved in businesses and regions that are considered to have particularly high risks of bribery and corruption.
If there is a violation of the Anti-Bribery Policy, the officers and employees will be subject to disciplinary action in accordance with the work regulations of their respective companies.
In the fiscal year 2024, there were no disciplinary actions related to corruption in the Denka Group, and no fines or penalties were imposed due to corruption.

• ※1Bribery refers to the act of providing money, gifts, entertainment, or other economic benefits in excess of socially accepted standards to a public official or a person equivalent thereto in relation to their duties as a means to obtain an unjust or inappropriate benefit in business.
• ※2Corruption refers to acts of abusing one’s position or authority for personal gain, and includes bribery, embezzlement, blackmail, insider trading, money laundering, and other acts that impede fair transactions.
• ※3In the Anti-Bribery Policy, the term “Public Officials” includes persons who hold a position in the legislative, administrative or judicial branches of government of each country (including local public entities), persons who perform public duties for the benefit of the public as a result of special laws or ordinances, persons who perform public duties for the benefit of the public as a result of special laws or ordinances, persons who have any public authority (including “deemed public officials” in Japan), employees and contractors of state-owned enterprises, employees and contractors of public enterprises, members of political parties and royal families of each country.
• ※4In the Anti-Bribery Policy, the term “political parties, etc.” is defined as political parties, party members, candidates for public office, research institutions and think tanks close to political parties, charitable organizations, and other organizations and members.
• ※5In the Anti-Bribery Policy, the term “provision of benefits” refers to the giving, lending, or arranging of money, monetary equivalents, assets, food and drink, entertainment, gifts, travel and accommodation expenses, recreation, services, and employment assistance, as well as other tangible and intangible benefits, and is defined to include offers and promises of provision.

Response to crime such as antisocial forces and money laundering

The Denka Group Corporate Ethics Policy stipulates that all officers and employees must take a firm stance towards anti-social forces, must not provide benefits to such forces, and must not conduct any transactions with anti-social forces or persons associated with anti-social forces. The Policy also stipulates that all officers and employees must comply with the laws and regulations of each country regarding money laundering and the transfer of criminal proceeds, and must not engage in any acts that violate these laws and regulations.
These matters are communicated to all officers and employees of Group companies in Japan and overseas through regular training and education, such as e-learning conducted by the Ethics Committee.
In addition to the above, the Legal Department is working to establish anti-social force exclusion clauses and anti-corruption clauses in various contracts. In Japan, the General Affairs Department is taking the lead in these efforts, and is working to ensure that the Denka Group has no relationships with anti-social forces, as necessary, in cooperation with outside lawyers, police authorities, and specialized institutions.