Corporate Ethics and Compliance

Policy on Corporate Ethics and Compliance

Corporate ethics and compliance constitute one of our Material Foundations for Corporate Activities to increase corporate value in a sustainable manner by prospering together with all stakeholders. The Company views corporate ethics and compliance as a fundamental prerequisite for our corporate activities, and defines them as meeting society’s expectations and demands through appropriate action both as a company and as individuals, and we strive to take it beyond the framework of simple legal compliance.

The Board of Directors of the Company established the Recruit Group Code of Ethics as universal guidelines that govern our conduct. The Code of Ethics describes fundamental legal and ethical practices that all senior management, employees, including contract employees and temporary staff of the Company are required to follow. All employees are informed of the Code of Ethics, and the Company plans and conducts necessary training sessions for them to ensure compliance with the Code of Ethics and its internal policies.

We also have a set of basic compliance principles called the Recruit Group Compliance Policy, approved by the Board of Directors, which serves as compliance guidelines for officers and all employees. The Board of Directors monitors its effectiveness.

Governance of Corporate Ethics and Compliance

Board of Directors

The Board of Directors carries out the following types of monitoring to confirm the effectiveness of compliance so that oversight is not a mere pro forma observance.

• Receives semiannual reports to monitor the status of group-wide compliance and confirms occurrences of whistleblower reports, disciplinary actions, lawsuits, violations of laws and regulations, as well as the mechanisms and organizational structure for managing these issues.

• Receives reports to monitor the deliberations and decisions of the Company’s Business Strategy Meeting, the Compliance Committee of Recruit Holdings and of each SBU (each SBU's Committee meets twice a year) and confirms the status of compliance activities and significant issues.

Compliance Committee

The Compliance Committee is an advisory body to the Board of Directors chaired by the Representative Director, President and CEO. The Compliance Committee deliberates on compliance themes and measures of the Company. The committee evaluates and decides on action plans based on the information collected from the Holding Company’s administrative departments and subsidiaries. The Compliance Committee’s deliberations and decisions are reported to the Board of Directors to promote a compliance mindset within the Company.

Whistleblower System and Protection

The Company has defined its whistleblower system and escalation process for reporting incidents in the Recruit Group Compliance Policy.

Recruit Holdings and its subsidiaries have established whistleblower systems in the event that any employee, including contract employees and temporary staff, discover potential issues related to internal controls. These include reporting hotlines for harassment and/or illegal or other inappropriate behavior to promptly transmit information to the applicable department in charge of compliance within Recruit Holdings and its subsidiaries. The department in charge of compliance that receives the report promptly and thoroughly investigates the matter, decides on response measures in consultation with the related departments, and implements appropriate measures in response.

The whistleblower system is available for all employees, including contract employees, temporary staff, and full-time partners working in Recruit Group, to report if they feel they are being unfairly treated during work or in the workplace. They can also use the hotlines when, from a third-party perspective, they find or sense misconduct or unjust treatment, such as bribery, corruption, unfair competition, data leakage, conflict of interest, insider trading, bullying or other harassment.

Recruit Holdings and its subsidiaries take various initiatives to ensure that all of our people know these hotlines are readily available for them.

All of the hotlines are confidential reporting channels. The Recruit Group Compliance Policy, resolved by the Board of Directors, ensures anonymity and protection for all whistleblowers by prohibiting any retaliation, including dismissal or unfair transfer, against any whistleblower for making a good-faith compliance report. The policy also stipulates respect for the privacy of whistleblowers, and ensures that the information of the whistleblower and the details of the report will not be disclosed to anyone beyond the extent necessary to handle the matter without the prior permission of the whistleblower in question, so that they will not suffer any disadvantage because of reporting under this system. Furthermore, the policy protects against any harassment or retaliation from the whistleblower’s organization. Any violations of this policy will be subject to disciplinary action, including, but not limited to admonishment, reduction of salary, or termination.

Recruit Holdings also provides access to a third-party operated external hotline as a whistleblower system for all employees including contract employees and temporary staff, so that more people can easily access the whistleblower system. Only upon approval by the whistleblower, the contents of their report filed via the external hotline are shared directly with Recruit Holdings’ Audit & Supervisory Board members.

Our whistleblower system also offers hotlines for those outside the Recruit Group, including our suppliers, users, clients and other third parties, on our official website.

Employee Training on Ethical Standards and Compliance

The Company sets the policy to provide compliance education to all employees based on the Code of Ethics, and has the management of our subsidiaries send out messages regarding compliance on a regular basis. Based on these policies, Recruit Holdings and each subsidiary takes the following measures: provide the Code of Conduct in 11 languages, distribute leaflets and other electronic media on ethical standards and compliance,) test the level of understanding, and deliver speeches and email messages from the Presidents of group companies, to ensure that our respect for compliance is properly conveyed.

Each subsidiary also has company-level compliance training in place that best fits its business. For example, Recruit Holdings and its main subsidiaries in Japan conduct compliance comprehension tests for all employees including contract workers and temporary staff. They cover areas of misconduct and unjust treatment, such as bribery, corruption, unfair competition, data security & privacy, conflicts of interest, insider trading and human rights to avoid bullying and harassment. To educate employees on social and company rules, we include training on potential situations that employees are likely to encounter and how to handle them. We also provide compliance training for particular positions, such as training on the handling of instances of bullying or harassment or reports thereof for newly appointed managers.

Each subsidiary also has company-level compliance training in place that best fits its business. For example, Recruit Holdings, Media & Solutions SBU and Japan operations of Staffing SBU conducts compliance comprehension tests for all employees including contract workers and temporary staff in addition to compliance and harassment training programs. They cover areas of misconduct and unjust treatment, such as bribery, corruption, unfair competition, data security & data privacy, conflicts of interest, insider trading, and human rights to avoid bullying and harassment. To educate employees on social and company rules, the training covers potential situations that employees are likely to encounter and how to handle them. Employees’ status on compliance is confirmed semi-annually as part of their evaluations, and internal policies stipulate that if employees violates the Recruit Group Compliance Policy, it will be reflected in employee evaluations, and the employee will be subject to disciplinary action (e.g., warning, pay cut, dismissal).

Initiatives to Improve Corporate Ethics and Compliance

Prevention of Bribery

The Company prevents bribery according to the Recruit Group Compliance Policy formulated by the Board of Directors. The policy stipulates compliance with the US Foreign Corrupt Practices Act (FCPA) and other relevant laws and regulations in each region and country to maintain proper relationships with politicians and public officers, and specifically sets forth prohibited acts. The prohibited acts include directly or indirectly providing, offering, promising to provide, or accepting any money or other items of value to acquire a wrongful gain in business. In Japan, for example, we have strict, specific rules for dining and gift-giving when dealing with politicians and public officials, and provide training to ensure that all our employees are aware of these rules. We also specify thresholds that require prior approval from or after-the-fact reporting to the department in charge of compliance.

Insider Trading Prevention Rules

The Company has the Recruit Group Insider Trading Prevention Policy for all officers and employees across the Group to ensure they never communicate matters that may amount to material nonpublic information or recommend trades of specific investment securities to third parties. Our compliance initiatives promote social and ethical responsibility among officers and employees, ensuring trust in our group.

Exclusion of Antisocial Forces

The Recruit Group Code of Ethics clearly states our policy of having no involvement whatsoever with organized crime, crime syndicates, and other antisocial organizations. The Recruit Group Compliance Policy further stipulates that the Company will not maintain any connection with antisocial forces, as defined by the Japanese government, including business relations, will develop regulations regarding what steps to take if a case should arise, and will act resolutely against unreasonable demands in accordance with the law, designating a department to oversee such responses and cooperating with outside expert organizations. These principles are upheld by all our officers and employees.

For more details, please refer to “Corporate Ethics and Compliance” in the ESG Data Book.