SUSTAINABILITY Corporate Governance

Compliance

Basic Concept

Lawson has established a compliance and risk management framework based on its Corporate Conduct Charter and Code of Ethics. We seek to conduct business as a good corporate citizen, acting honestly and considerately according to high ethical standards, implementing the PDCA (Plan-Do-Check-Action) cycle, and organically linking our behavioral standards with our education and training programs, communication functions and monitoring activities.

Find out more about our The Lawson Group Corporate Conduct Charter
Find out more about our Lawson Code of Ethics

Promotion of Compliance

Compliance Promotion Structure Chart

Appointment of CR Promotion Officers

We have appointed a CRO* to promote and ensure compliance while promoting risk management. In addition, CR Managers are assigned at each division, office and company to take a leading role to promote such measures. They are tasked with formulating, disseminate and executing compliance measures as well as risk countermeasures in their respective departments to promote creation of a culture that emphasizes compliance with social norms.

* CRO (Chief Compliance and Risk Officer): the executive with overall responsibility for legal compliance and risk management structure and framework in Lawson Group

Reinforced Operational Management

Lawson has established Legal Department to supervise compliance and Risk and Information Security Management Department to supervise risk management under CRO‘s direction. These departments cooperatively serve as cross-departmental secretariats for Compliance and Risk Management Committee Meeting and manage the progress of measures implemented in these areas by individual departments throughout Lawson Group to promote an effective compliance risk management structure. Risk and Information Security Management Department, jointly with IT Department, serves as the secretariat for Information Security Management Committee Meeting to further enhance information security management. Three separate subcommittees (Risk Management Subcommittee, Intellectual Property, Premiums and Representation Subcommittee and Overseas Business-related Compliance Subcommittee) have been established under Compliance and Risk Management Committee Meeting and tasked with managing the progress of important measures while preventing emergence of risks.
The subcommittees collaborate with Corporate Auditors Office, receiving reports on the results of compliance audits as needed while also providing detailed guidance for implementing measures and offering proposals for improvements.

Compliance Audits

Besides awareness surveys involving all employees, the monitoring activities extend to circulation of questionnaires among business partners concerning such matters as delivery of merchandise to stores and store construction as part of efforts to review the compliance structure from a broad perspective.
We regularly report to Board of Directors on such things as compliance and risk management measures, the situation concerning cases of violation, compliance and risk management activity policies, and priority measures.

Initiatives in Collaboration with Suppliers toward a Sustainable Society

Education and Training on Compliance

Formulation of behavioral standards

We have established the Code of Ethics to indicate the important points from an ethical perspective when taking action based on Group Philosophy and Lawson’s Way. We have also established the Lawson Group Human Rights Policy, the Lawson Group Privacy Policy, and the Lawson Group Purchasing Policy to ensure business conduct throughout the Group. In addition, we have organized these into the Lawson Group C&R Handbook, which is issued to all employees in order to raise awareness.

Find out more about our Group philosophy,Vision and Lawson's Way
Find out more about our Lawson Code of Ethics

Education and training to raise awareness of compliance

Lawson conducts compliance and risk management training for all its employees each year for the purpose of improving their ethical awareness and risk response capabilities. It has developed a training program to support structured, systematic learning, moreover, that begins with training of newly recruited employees and extends to training of newly appointed management personnel and specialized occupational training as well as compliance training for management members provided by outside instructors. In addition to training programs, we created compliance guidebooks that summarize laws and regulations that require job-specific attention and related internal policies. We also conduct compliance quizzes using the contents of the guidebooks to create an environment where employees can learn practical issues in a self-directed manner. By conducting these educational and training programs continuously while reviewing the program contents considering changing risk conditions, we are making efforts to encourage employees in all positions and all job categories to share issues to improve their operations.

  Name of Training Target Employees Frequency Main Subjects Number of Participants in FY2022
Training for New Employees Initial Training for New Employees Joining the Company New employees joining the company. Once a year Learn about the company profile, strategies and Group Philosophy, as well as compliance and information security necessary for Lawson employees 89
Training for New Employees Joining the Company New employees joining the company (first year) 4 times a year Learn about regular business operations such as sales floor development, hygiene management, and work procedures, as well as compliance and information security related to these operations 95
Initial Training for New Employees Joining the Company/Year-Round Recruitment New employees joining the company
* All departments and positions		 10 times a year Learn about the company profile, strategies and Group Philosophy, as well as compliance and information security necessary for Lawson employees 64
Training by Job Level and Job Category Training for New Managers
* Training for new entry-level managers and new senior managers also conducted		 Managerial appointees Twice a year Learn what is required of managers with subordinates, as well as knowledge of compliance, risk management, and information security management necessary for management 136
*Number of participants in FY2022
Officer Training Officers, including officers of Group companies Twice a year Learn knowledge of laws and regulations required for board members and how to be prepared as a board member (lecture by an outside lecturer) 209
*Number of participants in FY2022
AMD Training AMD appointees Twice a year Learn about laws and regulations and risk management necessary for merchandisers, such as the Act on Prohibition of Private Monopolization and Maintenance of Fair Trade, Act against Unjustifiable Premiums and Misleading Representations, Food Labeling Act, and laws related to intellectual property 51
*Number of participants in FY2022
Cybersecurity Workshop Employees in the IT Department (voluntary participation)
*Including employees, crew members, temporary staff members, and employees of subcontractors		 4 times a year Specialized education for the IT Department related to cybersecurity such as vulnerability management and attacks including ransomware. 320
*Number of participants in FY2022
Training for All Employees Compliance & Risk Management Training All employees
* Employees, crew members, temporary employees, etc.		 Once a year Learn basic knowledge of compliance, risk management and information security management, sharing of case studies, and how to prepare for and respond to such issues at work 6,220
*Number of participants in Lawson Group
Compliance Quiz All employees (voluntary participation)
*Employees, crew members, temporary employees, etc.		 4 times a year Learn knowledge through quiz: Act on the Protection of Personal Information, Act on Prohibition of Private Monopolization and Maintenance of Fair Trade, Act against Delay in Payment of Subcontract Proceeds, etc. to Subcontractors, Lawson’s Franchise Agreements, Insider Trading and Bribery 18,482
*Total Number of participants in FY2022
Email Drill for Targeted Attack All employees
*Including employees, crew members, temporary staff members, and employees of subcontractors to which Lawson’s computers are loaned		 Twice a year Learn what actions to take and how to report cases when a suspicious email is received or when a system may be infected with malware 21,194
*Number of participants in Lawson Group in FY2022

Consultation/Whistleblower Hotlines

Establishment of Consultation/Whistleblower Hotlines with an Emphasis on Whistleblower Protection

Lawson has established a whistleblower system to promote compliance management by identifying and correcting problems as early as possible.
We have a dedicated contact point for sexual harassment and power harassment staffed by personnel from the Human Resources Department, as well as a consultation/whistleblower hotline that accepts a wide range of compliance-related consultations and reporting, including human rights violations, bribery, and labor issues. In order to allow employees to choose the contact point that best suits their needs, we have established an internal contact point that enables reports to be posted online, as well as the Lawson Group Outside Consultation/Whistleblower Hotline, which allows employees to consult anonymously.
In order to ensure that the person consulting or lodging a whistleblower report can consult or report with peace of mind, the person in charge of the investigation and the method of investigation are determined in consideration of the wishes of the individual in question. In addition, efforts are made to protect the person consulting or lodging a whistleblower report by preventing identification of the individual in question, or by ensuring that nobody knows the fact that the investigation was triggered by the person's consultation. After the response process is completed, the Outside Consultation/Whistleblower Hotline confirms that there has been no retaliation against the person who consulted or lodged a whistleblower report. In addition, internal rules clearly state that any act that causes disadvantage, such as information leakage, search for the person who consulted or reported the matter, or retaliation, shall be punished, and all employees are informed of the consequences of such action.
Along with the consultation/whistleblower contact points mentioned above, we have also established contact points, such as Lawson Group Supplier Hotline, Lawson Crew Hotline, and Owner Hotline, where employees of suppliers, store crew members and franchise store owners can consult anonymously, which offer investigation, corrective action and other services. In addition, we have a structure in place to promptly report any complaints related to human rights violations, corruption or other compliance issues received by Customer Center to the Consultation/Whistleblower hotlines above, so that problems can be identified and rectified as early as possible.
In order to improve the recognition and understanding of these contact points, we are promoting awareness by introducing the framework of these consultation/whistleblower contact points, their operational records, as well as consultation case studies at various training sessions to ensure that a person feel free to consult those contact points. The operation status of the consultation/whistleblower contact points is reported to Board of Directors and Board of Corporate Auditors on a regular basis. Furthermore, if any legal violation is found as a result of investigation, we report the facts and countermeasures to Representative Director and Corporate Auditors. We establish a structure to take improvement measures under the instruction of Representative Director.

Characteristics of Contact Points and the Number of Consultations and Reports Received

Type of contact point Features Number of consultations receive
FY2020 FY2021 FY2022
Contact point for internal consultations Consultations under real names
Posted on website		 4 7 8
Lawson Group Outside Consultation/Whistleblower Hotline (lawyer's office) Consultations over the phone (toll-free)
Anonymous consultations also available		 12 5 10
Lawson Group Outside Consultation/Whistleblower Hotline (private contractor) Consultations over the phone (toll-free), via email, by post, etc.
Anonymous consultations also available		 39 47 27
Lawson Group Supplier Hotline Consultations over the phone (toll-free) or via email
Anonymous consultations also available		 44 20 48
Lawson Store Crew Hotline Consultations over the phone (toll-free) or via email
Anonymous consultations also available		 3,832 3,594 2,323
Owner Hotline Established a point of contact within the company and at a lawyer's office 143 91 104

Types of Consultations and Reports

The following chart shows the number and types of consultations and reports received in fiscal 2022 at the contact points for employees. (Those received by means other than through the contact points, such as letters, are also included.) There were no complaints or reports of human rights violations other than those related to harassment.

Enhanced Cooperation Among Group Companies

Lawson holds meetings attended by compliance and risk management officers from each Group company. At these meetings, the representatives share issues facing each company, and we assist them in coming up with countermeasures. In addition to various training programs, we also jointly conduct employee awareness surveys and supplier questionnaires to strengthen the compliance and risk management of the entire group. Furthermore, Lawson's auditing division audits the operations of Group companies and provides guidance and advice to improve compliance, risk management and information security systems as Lawson Group.

Anti-Corruption Measures

Anti-Bribery Policy and Anti-Corruption Structure

We set forth the standards of conduct “Corporate Conduct Charter” to be observed by officers and employees, in which we declare that we will not give or receive gifts or entertainment, nor will we engage in corrupt practices prohibited by the relevant laws and regulations: bribery, fraud, embezzlement, extortion, bid rigging, insider trading, money laundering, abuse of authority, obstruction of justice, facilitation payments, etc. Based on this policy, we formulated Anti-Bribery Regulations, which include the prohibition of bribery of public officials and the prevention of corruption through agents. We have also established guidelines that stipulate preventive procedures. Following these regulations and guidelines, Legal Department plays a central role in conducting the necessary pre-checks on the provision of benefits to public officials, use of agents and donations.
Regarding these initiatives to prevent corruption, Audit Department implements audits and we have established internal whistleblower/consultation contact points to facilitate the early detection and correction of any problematic acts.
The progress of these corruption prevention activities is regularly reported to the Board of Directors on and the structure is continuously reviewed and improved under its supervision.
In the unlikely event that an officer or employee of Lawson commits an act that constitutes corruption, we will promptly address and correct the matter and, if necessary, review the details of our anti-corruption efforts to prevent recurrence. If a violation is confirmed to be true, we will take appropriate disciplinary action in accordance with internal regulations.
In fiscal 2022, there were no violations of laws and regulations, fines, penalties, or anything else related to anti-corruption. Additionally, there were no disciplinary actions or dismissals of officers or employees due to violations of these laws and regulations, legislative measures, or internal regulations.

Identifying and Addressing Corruption Risks

Each year, we identify and assess risk items for each department based on the company-wide risk response plan. Corruption is designated as a risk item that should be checked. Legal Department takes the lead in addressing corruption risks. It formulates risk scenarios, evaluates their occurrence frequency and impact level, and identifies businesses within Lawson's operations that have a high risk of corruption based on the results of interviews with each department. Furthermore, a pre-check system is established to prevent corruption.
In addition to the company-wide measures against corruption risks led by Legal Department, each department identifies corruption risks that should be addressed with by themselves and formulates preventive measures. Legal Department ensures the progress of such preventive measures is monitored.
Moreover, we recognize facilitation payments in overseas businesses and money laundering in the financial sector as challenges, and we are actively working on initiatives to prevent their occurrence.

Implementation of Educational and Training Programs for Preventing Corruption

To prevent corruption, we raise awareness by conducting training sessions for officers and employees and Compliance and Risk Management Committee meetings. We also regularly conduct employee awareness surveys to ensure that employees understand the importance of compliance. Additionally, we confirm the efforts made by our business partners to prevent corruption through initiatives such as the Supplier Sustainability Questionnaire, and collaborate with them to further promote anti-corruption measures.
In our training programs, we aim to promote understanding by using specific situations that are likely to be encountered for each job position. We explain prohibited actions and the procedures for conducting prior checks as outlined in our regulations and guidelines.

Anti-Bribery Regulations (Summary)

Article 1 (Purpose)

The purpose of these Regulations is to set forth the matters to be observed by the officers and employees of the Company in order to prevent bribery.

Article 2 (Scope of Application)

These Regulations shall apply to all business activities of the Company's officers and employees in Japan and overseas.

Article 3 (Definitions)

The meaning of various terms (e.g., "public official, etc." includes people deemed to be public officials).

Article 4 (Prohibition of Bribery of Public Officials, etc.)

Prohibition of the bribery of public officials, etc. as a matter of principle.

Article 5 (Provision of Benefits, etc. to Persons Other Than Public Officials, etc.)

Prohibition of providing benefits, etc. to persons other than public officials, etc. for the purpose of inducing them to perform illegal or improper duties.

Article 6 (Appointment of Agents, etc.)

Prohibition of payments to agents, etc., if such payments are used or suspected to be used for illegal or improper work.

Article 7 (Response to Requests for Provision of Improper Benefits)

Procedures for responding to requests for the provision of improper benefits.

Article 8 (Prohibition of Enjoyment of Unfair Profits, etc.)

Prohibition of the enjoyment of unfair profits, etc. for the purpose of inappropriately influencing the management, business decisions, or execution of duties of the Company.

Article 9 (Thorough Record Management)

Thorough management of records.

Article 10 (Response to Violations of Regulations)

Obligation to report, investigation and corrective action, and prohibition of disadvantageous treatment.

Article 11 (Education and Training)

Education and training shall be conducted on a regular basis.

Article 12 (Audits)

Auditing of the status of compliance with these Regulations.

Article 13 (Disciplinary Action, etc.)

Strict disciplinary action shall be taken for violations of these Regulations.

Article 14 (Compliance with Guidelines, etc.)

Compliance with guidelines, etc. related to these Regulations.




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