SUSTAINABILITY Corporate Governance

Compliance

Basic Approach

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.

Promotion of Compliance

Compliance promotion system chart

Appointment of CR promotion officers

We have appointed an executive officer responsible for CR (compliance and risk) with responsibility for promoting compliance and risk management. Compliance and risk management officers (CROs) assigned to each department at headquarters and the regional offices are tasked with establishing and raising awareness of compliance measures and risk countermeasures in their respective departments and with contributing to creation of a culture that emphasizes compliance with social norms.

Reinforced operational management

Lawson has established the Legal Department to supervise compliance and the Risk and Information Security Management Department to supervise risk management under the CR Executive Officer’s direction. These departments cooperatively serve as cross-departmental secretariats for the Compliance & Risk Management Committee Meeting and manage the progress of measures implemented in these areas by individual departments throughout the Group to promote an effective compliance risk management system. The Risk and Information Security Management Department, jointly with the IT Department, serves as the secretariat for the Information Security Committee Meeting to further enhance information security management. Five separate subcommittees (the Food Safety and Hygiene Management Subcommittee, the BC Subcommittee, the Regional Office Crime Prevention and Disaster Defense Subcommittee, the Intellectual Property/Free Gift Labeling Measures Subcommittee and Overseas Business-related Compliance Subcommittee) have been established under the Compliance & Risk Management Committee Meeting and tasked with managing the progress of important measures while preventing the emergence of risks.

The subcommittees collaborate with the 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 the 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 systems from a broad perspective.
We regularly report to the 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.

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.

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 system 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. Our ongoing implementation of these training programs is designed to encourage personnel in every position and with every job description to share in the problemsolving process leading to business enhancement. We are currently reviewing the program contents in light of our changing risk environment.

  Name of training Target employees Frequency of training Main subjects covered in training No. of participants in FY2020
Training for new employees Initial training for new employees joining the company. New employees joining the company. Once a year Company profile and strategy, Group Philosophy, various personnel and labor systems, compliance, business manners, franchise business, The Three Essential Practices, commerce, etc. 216
Training for new employees joining the company New employees joining the company (first year) 3 times a year Sales floor development, hygiene management, money management, C&R management, communication, work procedures, labor management, etc. 209
Initial training for new employees joining the company at other times of the year (STEP 1) New employees joining the company at other times of the year
* All departments and positions
7 times a year Company profile and strategy, Group Philosophy, various personnel and labor systems, business models, The Three Essential Practices, compliance, etc. 73
Training by job level Training for new managers
* Training for new entry-level managers and new senior managers also conducted
Managerial appointees Twice a year What is expected of managers with subordinates, legal-related risk management, compliance and risk management, labor management, evaluation system, management 61
*No. of participants in FY2020
Officer training Officers, including officers of group companies As needed Provision of compliance-related education by external instructors Approx. 80
Employee training Compliance & risk management training All employees
* Employees, crew, temporary employees, etc.
Once a year Basic knowledge of compliance and risk management, sharing of case studies, how to prepare and respond in workplace All employees

Establishing and Raising Awareness of the Consultation / Whistleblower Hotline

In addition to Human Resources Department personnel who specialize in consulting concerning sexual harassment and abuse of power and legal personnel who provide consultations on legal matters, Lawson has established consultation contacts to receive internal notifications and provide consultations concerning compliance and risk management issues. Besides establishing the Lawson Group Outside Consultation/ Whistleblower Hotline involving law firms and other external organizations, it has created a framework for providing business partners’ employees and store crew members with anonymous consultations and contacts to receive consultations from franchise owners.
Lawson is working harder today than ever to increase awareness and understanding of these services and frameworks by communicating about them with employees and other concerned parties.

Enhanced Cooperation Among Group Companies

Officers responsible for compliance and risk management have been appointed by the Group companies as well, and Lawson also holds meetings of affiliated companies’ compliance officers. Besides formulating Codes of Ethics and providing training to heighten employee awareness, it conducts the same employee awareness surveys and business partner questionnaires at the Group companies as at Lawson. The Corporate Auditors Office conducts audits of operational duties at the Group companies to provide guidance and assistance in establishing and improving their compliance, risk management and information security frameworks.

Anti-Corruption Measures

In its Corporate Conduct Charter, which sets forth the standards of conduct to be observed by officers and employees, Lawson makes the following declaration: "We shall conduct fair and transparent business transactions with every business partner." In addition, Lawson has also formulated the Anti-Bribery Regulations, which include such things as the prohibition of bribery of public officials as a matter of principle, the prohibition of providing undue benefits to persons other than public officials, and the prevention of corruption and other corrupt acts by agents, and has made these regulations known to all officers and employees.
At Lawson, the Legal Department plays a central role in conducting necessary checks on the provision of benefits and the use of agents in order to prevent the occurrence of corrupt activities. In addition, we are promoting initiatives to prevent corruption, such as auditing by the Audit Department, the development of internal reporting and consultation systems, the establishment of a system for timely escalation to the Board of Directors and other committees, planning of education and training on corruption prevention, and reporting to the Board of Directors on violations and improvement measures.

In fiscal 2020, there were no serious violations, fines, or penalties related to anti-corruption. The Lawson Group as a whole will make further efforts to prevent corruption by watching for information related to anti-corruption, developing the necessary systems and rules, and informing agents and other parties of our efforts.

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)

The thorough management of records shall be put in place so that it can be proved that prohibited acts have not been carried out.

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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