Compliance

• President's Message
• DENSO CSR
• DENSO Group Declaration of Corporate Behavior and Code of Conduct for DENSO Group Associates
• Fiscal 2012 Results and Future Issues/Goals
• Corporate Governance
• Highlights and Lowlights of CSR Activities in Fiscal 2012
• Compliance
• Risk Management
• Information Security
• DENSO Group Information Disclosure Policy

Basic stance

We believe that key actions to earn the trust and understanding of society pertain to the DENSO Group’s observance of all applicable national and regional laws and all Group associates’ fair and faithful conduct with the highest ethical standards. We see compliance as not only the observance of laws but also a responsibility to meet the expectations of stakeholders. In this sense, we consider it to be the cornerstone of all conduct.

Based on this recognition, in 2006 we adopted the Code of Conduct for DENSO Group Associates, which clearly indicates the standards of conduct for each and every associate. While developing the Code of Conduct for DENSO Group Associates, we consulted the United Nations Universal Declaration of Human Rights, United Nations Global Compact, OECD Guidelines for Multinational Enterprises and the Charter of Corporate Behavior formulated by Nippon Keidanren (Japan Business Federation). Since the Code was adopted, we confirm the Code in training and workplace activities and utilize it for raising CSR awareness of associates.

Overseas Group companies use a regional version of the Code of Conduct for DENSO Group Associates formulated by their regional headquarters in accordance with national and regional laws and customs.

*Scope: The Code applies to all executives and associates (including contract associates, temporary associates, part-time associates and all other individuals engaged in an employment relationship with DENSO Corporation) at DENSO Corporation, domestic companies subject to our managerial consolidation rules and companies in which DENSO is the largest shareholder.

Promotion structure

In 1997, DENSO Corporation created a Business Ethics and Compliance Committee chaired by a director to provide oversight in that area (now integrated into the CSR Promotion Meeting). The committee works to develop frameworks in each country and region to contribute to law-abiding structures and pursue related activities. In 2003, DENSO Corporation established an internal whistle-blowing system in the form of the Business Ethics Hotline, which places associates in contact with outside attorneys and the Legal Department. In fiscal 2007, the Company appointed CSR leaders to spearhead initiatives in each workplace as part of its education and enlightenment activities. Domestic Group companies use promotion structures based on DENSO Corporation’s system.

For overseas Group companies, regional headquarters develop organizational systems, introduce and operate reporting systems, and pursue enlightenment activities that take into consideration the characteristics of their country and region. In North America, Group companies are working to prevent unlawful conduct by assigning compliance officers to each operating base and administering a 24-hour helpline (reporting system) and audit system. Meanwhile in China, Europe, India and Australasia, we are setting up key activities for compliance that are appropriate to the unique circumstances of each country as well as operating suggestion boxes and hotline systems. The status of these activities is regularly reported to base managers and used in efforts to prevent recurrences and improve activities.

In addition, regional headquarters associates responsible for legal affairs in Japan, North America, Europe, China and Southeast Asia regularly share information and issues. The gatherings seek to ensure and maintain compliance by sharing information and issues.

Education and enlightenment

DENSO Corporation began providing compliance education by employment level in 2002 and introduced education and enlightenment activities led by CSR leaders by workplace in 2006 (including contract, temporary and other associates). In fiscal 2012, a total of 2,500 associates participated in educational programs by employment level.

In addition, with the aim of increasing awareness at the individual level, we have been holding a compliance exam within an e-learning course since fiscal 2009 targeting personnel with PCs. We started providing the same exam to personnel without a computer in fiscal 2011 (approximately 37,000 employees took the course in fiscal 2012).

In fiscal 2012, we continued to implement compliance training in the form of workplace discussions that target all Company associates. Also, we utilized our newly developed original visual educational materials and held case study-based discussions at each workplace.

Legal Department initiatives include raising associates’ awareness by means of publishing the Business Ethics Newsletter and providing information on the corporate intranet.

Internal whistle-blowing system

DENSO Corporation’s internal whistle-blowing system (in the form of the Business Ethics Hotline), which allows anonymous reporting, is independent from the normal chain of command at the Company and is administered by outside attorneys and the Legal Department in accordance with Japan’s Whistleblower Protection Act. We passed out cards listing the hotline number and expanded the scope of the program in May 2006 to include principal suppliers (300 companies).

In fiscal 2012, the hotline received 255 reports and requests for advice in areas such as employment, labor, work environment, information management, business transactions and accounting, all of which were addressed after staff investigated the situation and confirmed the facts.

Number of consultation calls to hotline

	FY2008	FY2009	FY2010	FY2011	FY2012
External hotline	28	65	61	49	58
Internal hotline	86	123	107	120	197
Total	114	188	168	169	255

Overall procedure for business ethics activities

Activity reviews and improvements

Since 2003, we have set aside each October as DENSO Group Business Ethics Month. We organize awareness-raising activities such as workplace discussions and conduct a CSR Survey to assess awareness of policies and latent risks. The number of respondents who thought that it was easy to consult with superiors at work, indicating good communication in the workplace, was generally at the same level as in the previous fiscal year. This result enables us to confirm that efforts to enhance communication are firmly rooted.

In a survey of all Company associates following compliance education, there were many opinions similar to the ones below. Therefore, in fiscal 2013 we will further improve and strengthen our education and enlightenment activities.

Training survey

• The education using images was easy to understand and there was also lively discussion.
• The education covered familiar real case examples and this allowed me to understand problems as though they were my own.
• I would like education such as this to be implemented on a regular basis.

Result of fiscal 2011 Business Ethics Survey

Response to antitrust laws

After the onsite United States Department of Justice (DOJ) investigation of DENSO International America, Inc. (DIAM), a U.S.-based DENSO subsidiary, the DENSO Group has taken this matter seriously and launched the Antitrust Law Compliance Committee, chaired by the president, with the aim of thoroughly reinforcing its previous compliance with antitrust laws. Additionally, under the direction and supervision of the Committee, we will thoroughly reinforce compliance with antitrust laws across the entire DENSO Group with measures that include implementing even more stringent antitrust law compliance rules and strengthening compliance education. In the future as well, the DENSO Group will further strengthen its compliance with antitrust laws and make thoroughgoing efforts to prevent recurrences while working to restore trust.

Related Links

• Code of Conduct for DENSO Group Associates(in Japanese)