Policies and Stances

To fulfill the expectations of all stakeholders and maintain the trust of society, Gakken Group has introduced the Gakken Group Charter of Corporate Conduct, affirming its commitment to adhering to laws, regulation s, and social ethics in all corporate activities while advancin g compliance management. To facilitate this endeavor, we have formulated the Gakken Compliance Code, serving as the comprehensive guideline for the entire Gakken Group.
The Gakken Compliance Code serves as a comprehensive guide that elucidates the legal, regulatory, and social ethical standards to be upheld in accordance with the principles outlined in the Gakken Group Charter of Corporate Conduct. It establishes specific guidelines for various stakeholders.
Furthermore, we have instituted a dedicated Compliance Hotline, distinct from the regular reporting channels, to facilitate consultation and reporting concerning compliance-related matters.

System and Mechanisms

Creation of the Compliance Subcommittee within the Internal Control Committee

To reinforce and advance compliance measures across the Gakken Group, the Compliance Subcommittee has been instituted as a component of the Internal Control Committee. This subcommittee is tasked with deliberating on critical subjects aimed at ensuring that all corporate activities align with pertinent laws and regulations. Additionally, the Compliance Subcommittee has set up a specialized task force dedicated to add ressing incidents of human rights infringement and diverse forms of harassment.

Deliberation Items

  1. Matters related to th e dissemination and thoroughness of the Gakken Compliance Code.
  2. Matters related to the enactment, revision, or abolition of laws and regulations, corporate conduct based on changes in the social environment, and the review of the Gakken Compliance Code.
  3. Matters related to the operation of the hotline for reporting compliance violations.
  4. Matters related to actions to be taken in the event of noncompliance.
  5. Matters related to the compliance operation system (the offic er in charge and those in charge at each group company).
  6. Matters related to the implementation of monitoring regarding the dissemination and thoroughness of compliance.
  7. Other important compliance-related matters.

Composition and Meetings

The Compliance Subcommittee is composed of the subcommittee chair person, a few members, and the secretariat. The subcommittee chairperson, responsible for leading the Compliance Subcommittee, is appointed from the officers in charge of compliance. The members and secretariat staff are appointed by the subcommittee chairperson.
Regular meetings are held once a quarter, and extraordinary meetings are held as needed.

Operation of Whistleblowing System

The Compliance Hotline acts as a centralized communication channel for employees. Apart from the internal reporting mechanism, external lawyers, independent from the Company, are also available as points of contact. These internal reports can be submitted anonymously. The established regulations ensure that

  1. whistleblowers are shielded from any detrimental consequences,
  2. retribution is strictly prohibited,
  3. designated individuals must pledge to maintain confidentiality, and
  4. those individuals must not participate in handling whistleblowing instances connected to themselves.

 
Additionally, the act of whistleblowing and the subsequent responses are conveyed to the Board of Directors. The Governance Advisory Committee furnishes impartial assessments and opinions on these matters.

■Hotline Reporting Status

FY9/2020

18

FY9/2021

27

FY9/2022

38

  • There were zero serious violations for FY9/2022.

Implementation of Employee Compliance Retention Monitoring

Gakken Group has conducted training for all employees on governance, risk, and compliance. We also conduct a biennial survey on understanding the Gakken Compliance Code (using ane-learning system and paper-based monitoring) to further increase understanding.

■Number of respondents to the Gakken Compliance Code Retention Survey

Year of implementation

Number of employees

responding

Respouse rate

FY9/2019

3137

85.8%

FY9/2021

3723

96.7%

Anti-Bribery and Corruption

In March 2023, Gakken Group introduced the "Gakken Group Anti-Corruption Policy," affirming its commitment to ethical and principled conduct while actively opposing corrupt behaviors. This policy sets forth guidelines concerning adherence to anti-corruption laws and regulations specific to each country and region, the absolute prohibition of bribery, protoc ols for audits and investigations, preemptive measures against corruption, swift identification of corruption instances, initiatives for corruption prevention through education and training, and the imposition of disciplinary actions for those who breach the policy. The policy reinforces the entire Group's unwavering dedication to preventing any form of corrupt practices.

Tax Policy

In accordance with the Gakken Group Charter of Corporate Behavior, which declares compliance with laws, regulations, and social ethics in corporate activities, we have established Gakken Group Tax Policy to ensure reliability and transparency in our tax operations.

Response to Antisocial Forces

Gakken Group maintains a firm stance against engaging with antisocial forces. Should we encounter any unjust demands from such entities, we will firmly reject them and refrain from attempting to resolve issues through financial or material concessions. We are committed to not exploiting antisocial forces for personal or corporate gain. (As outlined in Gakken Compliance Code 6-4)

Internal Control over Financial Reporting

Within Gakken Group, "internal control" signifies the proactive and self-directed efforts of all personnel, including officers and employees, to create a framework and mechanism that fosters the Group's responsible management. This is done with the objective of ensuring the appropriate execution of daily operations, enhancing operational efficacy, adhering to leg al mandates, regulations, and standards, and producing accurate and trustworthy financial reports. Illustrated in the following summary of internal control assessment, a comprehensive system of control spans the organization, encompassing the accounting division's oversight of financial closure and reporting processes, the IT division's management of technology resources, and the operational process control within various business departments.

■Summary of Assessment of Internal Control Over Financial Reporting