Bribery Prevention Guidelines
Toward Preventing Bribery
On the strength of our “quality first” principle, we at AISIN aim to develop into a corporate group whose products and business activities are truly valued by our customers, business partners, local communities, shareholders, and all other stakeholders throughout the world. This vision of ours can only be realized through fair market competition. However, there have been many cases in which companies acted against the principle of fair competition, losing the confidence not only of their customers and business partners but also of society as a whole, consequently having to leave the market altogether.
If we at AISIN are to be recognized and supported by our stakeholders throughout the world as an “indispensable partner,” we must never seek profits by such illicit means as bribery, no matter how small the amount involved may be.
Meanwhile, in order to deepen mutual understanding and build sound relationships of trust with our customers and business partners, we might sometimes have to entertain or exchange gifts with someone as part of social or ceremonial practice. However, we must keep in mind that providing such entertainment without exercising moderation can be regarded as “bribery.”
Today, bribery prevention and other compliance measures are prerequisite for doing business in the global market. Each of you, therefore, is expected to act in compliance with relevant social rules and common sense.
In this context, we have drawn up the following three basic policies. We are determined to implement them for the realization of our vision.
- Committed to fair, transparent and free competition, AISIN will never give or take bribes of any kind, regardless of the place of operation or the means involved.
- To avoid being misconstrued as being involved in bribery, AISIN will always pay attention to society’s eyes and will perform its accounting in a fair and transparent manner when engaging in entertainment or gift exchange.
- AISIN top management will lead by example in implementing these policies, will familiarize each and every AISIN employee with these policies, and will communicate these policies to suppliers and other stakeholders.
July 24, 2013
Business Ethics Committee
AISIN SEIKI Co., Ltd.
1: Prohibition of Bribery
【Basic policy 1】
Because AISIN is committed to fair, transparent and free competition, we will never give or take bribes of any kind, regardless of the place of operation or the means involved.
1-Ⅰ: What is bribery?
Among other acts of bribery, giving bribes to public workers etc.,*1 including foreign public workers, is subject to particularly strong public criticism and severe punishment. When having contact with public workers etc., therefore, you must be very careful not to invite any suspicion or misunderstanding. Bribery to public workers etc. is defined as:
- Obtaining or maintaining business or business-related favors to the company,
- Influencing how public workers or quasi-public workers carry out their duties,
- Directly or indirectly providing, promising, or offering to respective public workers monetary or any other kind of profit or favor, or approving of such acts.
Even if the persons you are dealing with do not fall in the category of public workers etc., some countries have laws and regulations, such as China’s commercial bribery prohibition laws, which criminalize and penalize*2 the act of giving monetary or other gifts with the intention of making the recipients perform their official duties in a wrongful way.
Therefore, even when having contact with people who are not public workers etc., you should always be aware of third party perceptions and be sure not to attract undue suspicion or misunderstanding.
- Note that in this context, “public workers etc.” encompasses a broader range of individuals than are commonly defined as “public workers.” Specifically, “public workers etc.” includes members of government-affiliated companies, international organizations, political parties and the like.
- Giving bribes to persons belonging to private organizations (commercial bribery) is subject to punishment under Japan’s Companies Act, and there has been a growing international trend toward restricting this kind of conduct as a crime. As a matter of fact, commercial bribery is prohibited as a crime in such countries as the U.K. and China (as of 2013). Even where there are no direct restrictions, giving gifts as part of commercial bribery may constitute such crimes as embezzlement and breach of trust.
1-Ⅱ: Use of proxy, agent and consultant
When hiring a proxy, agent or consultant: require that such individual observe these policies;*1 conduct due diligence so as to accurately identify the actual status and trustworthiness*2 of the individual to be hired.
- As needed, in basic business contracts and other agreements include provisions concerning anti-corruption representations and warranties and immediate termination of contracts or agreements in the event of violation of said provisions. If AISIN directors, officers or employees commit bribery for the benefit of AISIN through such third parties as consultants, business partners, subsidiaries, or affiliated companies, or if AISIN directors, officers or employees are aware that said third parties are committing bribery for the benefit of AISIN but allow such bribery to continue, said AISIN directors, officers or employees may be held as legally responsible as if they had committed bribery themselves.
- In addition to including the above-mentioned provisions into contracts/agreements, AISIN will perform due diligence in assessing potential parties to such contracts or agreements. AISIN will not sign any contracts or agreements with any potential parties that refuse due diligence without good reason. If any concern arises in the process of due diligence, AISIN will ask for thorough explanations from said parties. If such explanations do not dispel our concerns, AISIN will not sign contracts with said parties.
1-Ⅲ: Steps to take when payment of bribe is unavoidable
If someone you are doing business with asks you for a bribe and if, because there are no other realistic alternatives, you are obliged to pay such bribe, prepare and store a payment record that is as specific and accurate as possible. At the same time, promptly notify the department in charge of compliance as to what occurred.
【When your life, body, or physical freedom is in danger】
When your life, body or physical freedom is exposed to danger, place top priority on protecting your life.
- If your life, body, or physical freedom is exposed to danger and there is no other means of avoiding that danger than payment of a bribe, place first priority on your life etc. and make the payment.
- If you make such payment, prepare a record that describes as specifically as possible the date and time, place, parties involved and amount paid, as well as the reason and situation that obliged you to make such payment. At the same time, promptly notify the department in charge of compliance as to what occurred.
【Other cases in which public workers etc. ask for monetary or other forms of payment】
In some countries and regions, “facilitation payments”*1 to public workers are virtually accepted by tacit agreement or as a common practice. This kind of payment, however, is also a form of bribery. Therefore, regardless of the cultures or customs of relevant countries or regions, AISIN prohibits “facilitation payment.”
＜Cases in which you may be asked for “facilitation payment”＞
- Request for issuance of visa or other certificates is rejected for no good reason.
- Unloading or customs clearance of cargo is refused for no good reason.
- Requests to show your ID for no clear reason at unnaturally frequent intervals.
- Denied gas, electricity or water supply.
There may be situations in which you have no choice but make facilitation payment. In such cases, take the following steps.
- Ask the person asking for facilitation payment to issue a document specifying the legal ground for such payment. If request for the issuance of such document is rejected, inform that person that AISIN prohibits all forms of bribery, including facilitation payment, and refuse to make such payment.
- If that person insists on your making such payment without showing any legal ground, make reasonable efforts to resist such demand.
- If, despite all reasonable efforts to resist such demand, you have no other realistic alternative than to make payment, such payment is recognized as being unavoidable.
- If you make such payment, prepare a record that describes as specifically as possible the date and time, place, recipient and amount of the payment, as well as the reason and situation that obliged you to make the payment. Also, promptly notify the department in charge of compliance as to what occurred.
- “Facilitation payment” refers to the small amount of money paid to expedite routine government services. Other words that express this kind of payment include “tipping (to public workers),” “grease payment,” and “speed payment.”
1-Ⅳ: Taking bribes
In the same way as with giving bribes, you are prohibited*1 from taking bribes, no matter who offers you such bribes. Also, refuse to receive any entertainment or gift whose purpose is unclear or whose reception is suspected of being problematic.
- In many cases, commercial bribery prohibition regulations include regulations against taking bribes. Even though bribe-taking is not directly prohibited, taking commercial bribes may constitute such crimes under the Companies Act as bribery, embezzlement or breach of trust, just as giving bribes does.
2：Appropriate Entertainment and Gift Exchange; Fair and Transparent Accounting
【Basic policy 2】
To avoid being mistakenly suspected of involvement in bribery, AISIN will always pay attention to society’s eyes and perform its accounting in a fair and transparent manner when engaging in entertainment or gift exchange.
2-Ⅰ: Conducting appropriate entertainment and gift exchange
When providing entertainment for or exchanging gifts with someone, be sure to do so in accordance with the recipient’s title or position. At the same time, exercise moderation and check the appropriateness of each specific instance of entertainment or gift exchange in the light of common sense. If you have any doubt about the appropriateness of a certain specific case of entertainment or gift exchange, check with the department in charge of compliance.
Also, follow necessary internal procedures before and after each occasion of entertainment or gift giving, and keep relevant records in an appropriate manner.
【Standards for providing entertainment or gifts to public workers】
(Reference amount of money spent for entertainment or gifts)
Note that some countries have laws stipulating standard amounts that can be spent for entertainment for public workers.
(Restrictions concerning the timing of entertainment)
During the processes of applying for government approval, it is against the law to provide entertainment or gifts to public workers who are involved in such processes. This is because entertainment provided during periods of decision-making involving important interests can be misconstrued as being linked to such decision–making processes.
Also, for three months before and after the processing periods of applications for government approval, refrain from providing entertainment or gifts to public workers involved in such approval processes. Before providing entertainment or gifts during these periods, check with the department in charge of compliance.
【Points to keep in mind when providing entertainment or gifts】
(Judging appropriateness in each specific case)
When providing entertainment, check its appropriateness in each specific case. If you have any doubt about the appropriateness of such entertainment, check with the department in charge of compliance.
What follows are examples of entertainment that may raise doubts as to its appropriateness. In providing entertainment similar to the cases below, therefore, take particular care to avoid misunderstanding from third parties regarding the meaning and purpose of the entertainment.
＜Providing entertainment for key persons＞
Providing entertainment for individuals who have the power or title to make important decisions for AISIN (key persons) is likely to be misconstrued as being related to such decision-making. With respect to the entertainment provided for such key persons, therefore, be sure to follow the relevant internal procedures and record the details of such cases of entertainment, including their organizers and purposes.
- Procurement managers of major customers
- Public workers in charge of important approval processes etc.
＜Providing entertainment at frequent intervals＞
Even if specific cases of entertainment are appropriate on an individual basis, it may be collectively regarded as inappropriate if such entertainment is provided repeatedly over a short period of time. In other words, by formally dividing entertainment into several parts, you can effectively provide entertainment whose combined scale exceeds an acceptable range. When entertaining someone more than once, therefore, be sure that a reasonable interval has passed since the previous occasion.
(Method of paying entertainment expenses)
When paying entertainment expenses, pay in advance or in response to an invoice, thereby avoiding direct monetary payment to those you are entertaining, so that no money will remain in their hands.
(Accompanying family members etc.)
As a rule, on occasions of entertainment accompanying family members or relatives are not allowed. Nor is it permissible to entertain only family members etc.
(Guided tours to nearby tourist spots)
Guided tours to nearby tourist spots are allowed within the limit recognized as relevant to the plant tours or other primary purposes of the missions of persons you are going to entertain. Check the relevance of specific guided tours from the following perspectives.
＜Perspectives on guided tours to nearby tourist spots＞
- Is the purpose of the guided tour to use up spare time unavoidably remaining in the study tour itinerary?
- Are the money and time spent, and the distance traveled, for the guided tour appropriate to the itinerary overall?
- In view of the position, title, country and frequency of visits to Japan of the person you wish to entertain, as well as the scale of business you are doing with that person, is it necessary to provide him or her not only with information directly relating to business, but also with knowledge of your community’s culture and society?
- Have you ensured transparency? Specifically, as needed, have you checked with the company or government office to which the person you are going to entertain belongs, as to whether he or she has obtained approval from said company or government office regarding his or her study tour itinerary?
(Selection of gifts)
Select gifts whose purposes and methods of use are clearly identifiable and limited. Giving gifts with unrestricted purposes or methods of use may cast doubt on the appropriateness of the aim in gift giving.
＜Perspectives on gift selection＞
- Foods, consumables and other items that can be consumed in a relatively short period of time are preferable to other types of gifts.
- Monetary gifts are prohibited. Do not choose marketable securities, precious metals or other articles that are highly liquid or easy to convert into cash.
2-Ⅱ: Appropriate accounting procedures
Strictly observe relevant internal procedures before and after providing entertainment or gifts; specify such details as date and time, place, name of recipient, purpose, amount of money and specific content of entertainment or gifts, and perform accounting procedures in an accurate manner.
3: Top Management will lead by Example
【Basic Policy 3】
AISIN top management will lead by example in implementing these policies, will familiarize each and every AISIN employee with these policies, and will communicate these policies to suppliers and other stakeholders.
AISIN top management will strive to lead by example in implementing these policies and will familiarize each and every employee of AISIN group companies and affiliated companies with the spirit of these policies. Top management will also strive to communicate these policies to suppliers and other stakeholders by providing relevant information as needed.
If anything occurs that runs counter to these policies, top management will take necessary problem-solving measures and will take strict disciplinary action*1 toward themselves and other persons involved.
- Those inside the company who violate these policies will be dealt with by such actions as punitive dismissal in accordance with the company’s work rules etc. As for those outside the company who violate these policies, termination of agreements, suspension of business transactions and other actions will be taken in accordance with relevant agreements etc.
4: Contact Information
If you have any questions about these guidelines or about bribery itself, promptly contact and consult the department in charge of compliance.
Department in Charge of Compliance
Legal Affairs Department
Corporate Ethics Consultation Desk
Corporate Ethics Consultation Desk provides consultation concerning corporate ethics, including bribery prevention. You can consult the Desk on an anonymous basis.
Telephone and fax:
0120-011-157 (toll free)
We will ask external specialists for advice, review these guidelines on a regular basis and add new provisions or modify portions of these guidelines as needed. The latest version of these guidelines will be posted on aicom (Legal Affairs Department’s website: http://10.88.1.10/kigyoukoudou.htm).
Bribery prevention, the topic of these guidelines, is a field that has been undergoing substantial changes in recent years. In addition to familiarizing yourself with information provided internally, including these guidelines, be sure to access broader current information on this subject that is available from outside the company.