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Corporate Governance

Compliance

Basic philosophy

Based on the corporate philosophy of "Be a person needed. Be a company needed," the and ST HD Group will develop fair, equitable, and transparent businesses to fulfill its social responsibilities. In addition, as a member of society, all employees will always discipline themselves and act with a high sense of ethics.

Governance Structure

To develop and strengthen our compliance system, we have established the Compliance Committee, which deliberates, plans, and promotes key policies regarding adherence to laws and regulations, the Articles of Incorporation, various internal rules, and our Group’s corporate ethics. The Committee is chaired by the Director in charge of Compliance and consists of the General Manager of the Corporate Headquarters, the heads of the Legal and Human Resources departments, and other members appointed by the Chairperson.

Initiatives

(1) Establishment of Group Ethics Standards
We have established the "Group Ethics Standards" to ensure that our directors and employees execute their duties in compliance with laws, regulations, and the Articles of Incorporation, while upholding corporate ethics and fulfilling social responsibilities. We strive to ensure these standards are thoroughly disseminated throughout the Group.

(2) Confirmation of Execution of Duties
At the end of each fiscal year, the directors of the Group sign and seal a "Confirmation of Execution of Duties" stating that their performance has complied with laws and regulations and that they have fulfilled their duty of care of a good manager and duty of loyalty. These confirmations are submitted to the Audit & Supervisory Committee and serve as guidelines for the execution of duties in the following fiscal year.

(3) Compliance Reporting Systems
As contact points for compliance-related consultations, we have established the "Internal Reporting Program (Whistle-Line)" and the "Supplier Hotline." These systems are designed to ensure the early detection and remediation of legal violations and other compliance-related issues.

(4) Promotion of CSR Procurement
To grow together with our business partners and maintain stable production under strong partnerships, we have established the "Group Procurement Policy" and "Group Procurement Guidelines." Through these, we promote CSR procurement, aiming for fair and ethical transactions that fulfill our social responsibilities.

Group Procurement Policy／Guidelines

and ST HD Group Code of Ethics

1. Focus on Customers

  1. We value customer opinions and strive to provide high-quality products and services that satisfy our customers.
  2. We consider matters from the customer’s point of view, striving to respond impartially and sincerely.

2. Respect for Diversity and Teamwork

  1. We recognize diversity and respect the individuality and human rights of each person.
  2. We never engage in discrimination based on race, gender, education, age, physical disability, sexual orientation, gender identity, or other attribute.
  3. We never engage in sexual harassment, power harassment, or any other form of harassment that may cause discomfort or disadvantage, or may affect the work environment adversely.

3. Compliance and Confidentiality

  1. We do not engage in any conduct that violates laws and regulations or deviates　from social rules. We always act with social good sense.　We perform our duties with a proper understanding of and compliance with Company work rules and regulations.
  2. We record and report all business information accurately, honestly, and factually. We never submit false or fictitious statements.
  3. We manage personal information properly, ensuring no leakage outside the　Company. We do not use personal information for any purpose other than carrying out work operations.
  4. We manage confidential information obtained in the course of business in a proper manner, and we do not divulge such information to others.
  5. We do not engage in insider trading. Insider trading is an unfair securities transaction conducted using internal information.

4. Fair and Transparent Business Activities

  1. We abstain from any and all associations with organized crime or other anti-social forces that threaten the order and safety of civil society. We take a firm stand when confronted by any such groups.
  2. We engage in business transactions that are equal, fair, and open to all related parties,including suppliers and partner companies. We never give or accept gifts,entertainment, or other benefits beyond the scope that is accepted commonly as reasonable.

Internal Reporting Program (Whistle-Line)

We have established the "Internal Reporting Program (Whistle-Line)" to enable reporting and consultation regarding compliance-related issues, including fraud, violations of laws or internal rules, or any signs. Contact information for the Whistle-Line is posted in store backrooms and offices to ensure all employees are aware of and can easily access the service. The system is available anonymously to all Group employees, including fixed-term employees both in Japan and overseas. We ensure strict confidentiality and take thorough measures to prevent any detrimental treatment of whistleblowers. Upon receiving a report, we confirm the details with the individual and, with their consent, share the information with relevant departments to conduct a collaborative investigation. The operational status of the Whistle-Line is appropriately reported every six months to the Compliance Committee.

Supplier Hotline

We have established the "Supplier Hotline" to ensure fair, equitable, and transparent transactions. Contact information for the hotline is posted in our offices and at each business site; we also ensure widespread awareness of this service through our annual business partner questionnaire. Should there be any legal, contractual, or ethical violations—including any abuse of a superior bargaining position by our Group—business partners can submit an inquiry anonymously. We take every precaution to ensure that no reporter suffers detrimental treatment as a result of their report. Upon receiving a report, we promptly investigate and confirm the facts, formulate improvement measures, and conduct internal training to prevent recurrence and strengthen compliance. The operational status of the hotline is appropriately reported every six months to the Compliance Committee.