Compliance Promotion Structure

The Maxell Group is constantly working to strengthen its compliance system to realize its basic philosophy of "ensuring fair and transparent corporate activities and to promote corporate ethics and prevent corruption " by establishing "Maxell Group Codes of Conduct" which is commonly applied within the Maxell Group. Specifically, we have established a Compliance Management Committee to strengthen compliance within the Maxell Group.
　The Compliance Management Committee, chaired by the director in charge of risk management, has been established and meets regularly (at least twice a year). In addition to the committee members, the President and Representative Director and a director who is a full-time Audit Committee member attend each meeting as observers. The committee deliberates and decides on policies for compliance promotion activities including education, corporate ethics, anti-corruption activities, and compliance violation incidents, and reports the results of its activities. These programs focus primarily on the prevention of violations of competition laws, bribery, and antisocial transactions.
　Furthermore, regular audits are conducted to confirm that the ethical standards set forth in the Maxell Group Code of Conduct and the compliance program are being properly implemented. In addition to visiting each business division and Group company in Japan once a year and overseas Group companies once every two years to review financial records and compliance-related documentation. Additionally, we conduct direct interviews with employees to inquire about work-related emails and any contact with competitors that might breach competition laws. In addition, we are striving to raise employees' awareness of compliance.
　Since 2016, the Maxell Group has designated the general manager of each business division and the president of each Group company as the compliance promotion managers (31 persons in total). Concurrently, we have also assigned compliance promotion officers (43 persons in total) to each business division and Group company to serve as a secretariat. Each compliance promotion manager is responsible for disseminating and implementing various compliance-related measures decided by the Compliance Management Committee at the business headquarters and Group companies under his/her control.
They are also obligated to take appropriate measures, such as establishing operational procedures to instill compliance awareness in employees and prevent compliance violations.
　The activities of the Compliance Management Committee, as described above, are reported to the Board of Directors each year through the Internal Control Committee, which oversees all of the Maxell Group's committee activities.

• Codes of Conduct

　

Compliance Promotion Structure, as of December 1, 2023

Compliance with competition laws, Cartel Prevention

The Maxell Group deeply regrets the fact that it was once caught by the authorities and is working to prevent cartels. In addition, a list of "Do's" and "Don'ts" related to competition law is compiled and disseminated to all new employees and newly appointed managers. In addition, the Company conducts training through e-learning and other means.
　In addition, the Maxell Group Code of Conduct clearly states the basic policy on compliance with competition laws. In 2015, the Maxell Group established the Rules on Compliance with Competition Laws to prevent violations of competition laws, such as cartels and bid rigging, and acts that could lead to suspicion of such violations, which are applied to all Group companies in Japan and overseas.
　All officers and employees of the Maxell Group are required to submit a prior application and report after the fact when contacting competitors at industry associations, exhibitions, etc. The details of information exchanged are recorded in the Compliance Information Record Notebook, and if any problematic information is exchanged, the necessary measures are promptly taken.
　In addition, regular audits are conducted on all domestic and overseas group companies to ensure compliance with the "Regulations Concerning Compliance with Competition Laws" and the compliance program described above. The audits include individual interviews with employees and direct on-site checks of records of business e-mails and information exchanges to ensure that there is no violation of the rules.We will continue our efforts to further strengthen our competition law compliance system.

Anti-Bribery

The Maxell Group has been developing anti-corruption and anti-bribery initiatives in its relationships with public officials or persons other than public officials. Furthermore, in October 2021, the Maxell Group established the Maxell Group Anti-Bribery Guidelines, which include eight specific action guidelines, such as prohibition of facilitation payments, with the aim of maintaining fair relationships with society by complying with laws and regulations related to bribery applicable in all countries and regions where the Maxell Group is involved in business activities and acting with the highest ethical standards. All employees have been trained on these guidelines through e-learning, with a total of 3,561 participants to date.
　In addition, regular audits are conducted on all domestic and overseas Group companies to ensure that the Maxell Group Anti-Bribery Guidelines are being followed. The audits include interviews with employees and direct on-site checks of the contents of forms and ledgers to ensure that there is no violation of the guidelines.

• Anti-Bribery Policy

Export Control

With regard to security trade control, the Export Control Committee conducts accurate judgments on classification and rigorous application and user screenings (catch-all control screenings) in order to prevent the diversion of its products to weapons of mass destruction and ordinary weapons, and to comply with the relevant laws and regulations. In November 2014, we acquired a special general comprehensive license*, and we will continue to strive for responsible self-management.
* Special general comprehensive license: A system under which a corporation submits its internal rules on export controls and related information to the Ministry of Economy, Trade and Industry, which then provides bulk licenses for a combination of certain destinations and items that would previously have required individual approval.

Compliance and Ethics Education

• Compliance and Ethics Education Activities for All Group Employees (including temporary employees, part-timers, etc.)
  　Since 2009, the Maxell Group has designated October of each year as "Corporate Ethics Compliance Month" and conducts global Corporate Ethics Compliance Month activities in order to become a company that is trusted by and a role model for society in all of its corporate activities around the world, such as conducting honest and fair business, protecting the environment, ensuring sound relationships with society and public officials, respecting human rights, and ensuring a good work environment free from power harassment and sexual harassment. Specific activities include distributing the President's compliance messages in local languages, conducting e-learning programs on themes such as "prevention of violation of competition laws," "prevention of bribery," "prevention of antisocial transactions," and "prevention of insider trading," holds "workplace discussion meetings," and invites outside lecturers to give "compliance lectures" and maintaining an attendance record.
  　And, we have distributed a "compliance card" for all Maxell Group employees in Japan and overseas. The card has an internal reporting contact printed on it (employees of the Maxell Group around the world can make anonymous reports directly to the internal reporting contact at Maxell's headquarters in Japan). The Maxell Group Code of Conduct can also be accessed in various languages by following the URL (via a QR code).
• Compliance education as a part of education by job level
  　In addition to compliance and ethics education for all employees (including temporary employees, part-timers, etc.), we conduct compliance education for all new employees and newly appointed managers and already appointed general managers or managers according to their positions. Compliance education is provided to top management through direct lectures by attorneys and outside experts.

Establishment of Internal Reporting Desk Independent from Management

　The Maxell Group has established the "Maxell Compliance Helpline" as an internal reporting system, which is available to employees of Group companies, to address and rectify these issues effectively and to enhance the ability of the organization to cleanse itself. In addition, to promote compliance management, Maxell has set up a reporting window to an external lawyer independent of management for cases that are difficult to investigate internally, as well as a dedicated contact point for employees of overseas Group companies to report directly to Maxell's head office in Japan in various languages (English, Chinese, Indonesian, Malaysian, Korean, German, Hungarian, and Japanese). This whistleblower system, available in multiple languages, has achieved wide adoption on a global scale. Furthermore, in establishing the whistleblower hotline, the Company has repeatedly made it clear through e-learning programs and posters that whistleblowers will not suffer any disadvantages because of their reporting and that anonymous reporting is also accepted. In fiscal 2023, there were 3 cases of whistleblowing, but none of them involved serious violations of laws and regulations.