- Corporate Governance
- Foundation of Pioneer's Decisions and Actions
- Full Compliance and the Internal Whistleblowing System
- Internal Control System and Risk Management
- Crisis Control Measures
- Appropriate Disclosure of Management Information
- Security Export Control
- Ensuring Fair Trade
- Exclusion of Antisocial Forces
- Protection of Intellectual Property and Copyrights
- Information Security and Protection of Personal Information
- Policy Regarding Material Suppliers
Under the Companies Act of Japan, Pioneer has elected to
structure its corporate governance system with a Board of
Corporate Auditors. The Board of Directors decides on fundamental
issues such as management policies and supervises the execution
of business activities, while the Board of Corporate Auditors
audits the directors' performance of their duties. Based on this
institutional structure, Pioneer has adopted an executive officer
system to expedite the execution of business activities.
Meanwhile, aiming to enhance the transparency of decision making, Pioneer has established a Group Executive Committee and voluntary advisory committees to the Board of Directors.
Please check Investor Relations/Corporate Governance for details
Foundation of Pioneer's Decisions and Actions
The Pioneer Group will consistently take note of changes in
society as it continues to provide products and services. To fulfill
its social responsibilities, the Group intends to gain an understanding
of society's expectations through dialog with various
stakeholders including shareholders, consumers and customers,
local communities, business partners and employees.
Of foremost importance is the Pioneer Group Charter for Corporate Operations, which aims to ensure that the Group will remain trusted and respected by society as a good corporate citizen. In addition, the Pioneer Group Code of Conduct has been established to outline basic decision-making and behavioral standards for Group directors, officers, and employees.
Each Group company ensures that every officer and employee follows this code while observing the laws and social conventions of their respective countries and regions.
Full Compliance and the Internal Whistleblowing System
The Pioneer Group adheres to all relevant laws and regulations
and regards compliance as the foundation for fulfilling its corporate
social responsibilities and the basis for creating a workplace
environment in which employees can carry out their duties with
security and complete peace of mind.
The Business Ethics Committee, chaired by an outside director, was established in accordance with the Basic Rules for Business Ethics, which forms a part of the Rules of the Pioneer Group. This Committee aims to ensure strict adherence to all relevant laws and regulations as well as the Pioneer Group Code of Conduct by all members of Group management and employees.
Behavior that departs from accepted standards can upset the harmony of the workplace. In order to eliminate any wrongdoing, internal auditing has been consolidated across the Group.
In addition, the Business Ethics Hotline has been established as an internal whistleblowing system for the entire Group to quickly detect and appropriately address behavior that is in violation of the Pioneer Group Code of Conduct.
The Hotline, operated by an external agency, offers a mechanism that can check the details of informants while maintaining their anonymity. The information is also sent simultaneously to the Business Ethics Committee and the Board of Corporate Auditors, enabling them to ensure a response in good faith.
The Committee Administrative Office promotes the Business Ethics Hotline with posts on the intranet bulletin board and by distributing cards that employees are encouraged to carry at all times. This creates an environment that allows employees to report on any wrongdoing they may encounter.
Outline of Whistleblowing and Inquiry Information Flow
Internal Control System and Risk Management
The Pioneer Group continues to upgrade, expand, and bolster its
internal control system in an effort to prevent risk and address
crisis situations. In this manner, the Group is endeavoring to
enhance the integrity of its management.
In addition, the Group has put in place and is augmenting its Rules of the Pioneer Group. By further ensuring that all members of the Group are fully informed of these Rules, the Pioneer Group is taking steps to secure the adequacy and optimal efficiency of business activity execution.
With the Pioneer Group Charter for Corporate Operations positioned as its foremost component, the Rules of the Pioneer Group also consist of the Pioneer Group Code of Conduct as well as specific rules outlining the scope of responsibility and authority for each Group company and guidelines relating to compliance.
Chaired by a representative director, Pioneer's Internal Control Committee was established in accordance with the Basic Rules for Internal Control System. In addition to consolidating and reinforcing those management systems aimed at addressing risks inherent in the Group's business activities, this Committee is working to gain a better understanding of the nature and scope of business risks and to formulate effective crisis management countermeasures.
The Company manages important risks in a systematic manner in line with policies identified in the Rules of the Pioneer Group. As the organization that oversees these rules, a designated department located within the Company's headquarters is responsible for enhancing their acceptance and understanding by the Group as a whole.
The Audit Division, under the direct control of the president, takes overall charge of implementing internal auditing throughout the Group as a whole, based on the Basic Rules for Consolidated Internal Audit, which are part of the Rules of the Pioneer Group.
Collaborating closely with the internal audit managers from each Group company, the Board of Corporate Auditors, the independent auditor and related parties, the division engages in wide-ranging audit activities encompassing internal control systems and risk management. Through each audit, the division endeavors to enhance the efficacy of such critical activities as quality control and environmental protection.
Crisis Control Measures
Forming a part of the Rules of the Pioneer Group, the Basic Rules for Crisis Controls have been formulated to optimize the Group's response in the event of a crisis that has the potential to seriously impact its business and operations. Chaired by a representative director, the Emergency Management Committee has been established as a permanent organization pursuant to these basic rules. In addition to overseeing the education, training and notification processes as they relate to crisis management, the Committee assigns officers, who are responsible for addressing and resolving crisis events and issues, to each division of Pioneer and each Group company. The Crisis Control Manual outlines the roles and responsibilities of each crisis management organization as well as crisis management response procedures and protocol.
Major earthquake response drill
In the face of such disasters as a highly virulent influenza
epidemic or an earthquake of major proportions, the Pioneer Group
places the utmost emphasis on the sanctity of life. In this regard,
and in order to ensure a swift resumption of business activities, the
Pioneer Group has put in place a disaster manual that outlines
those measures and actions to be adopted in the event of a disaster
or crisis. Moreover, the Group has taken steps to secure adequate
reserves of emergency food, medical and other supplies while
maintaining appropriate modes of communication. These initiatives
are supported by continuous emergency drills and training.
The Pioneer Group is developing business continuity plans to enable the rapid restoration of business systems after a major disaster, based on experiences with the Great East Japan Earthquake in March 2011 and the flooding in Thailand in October 2011.
Appropriate Disclosure of Management Information
Guided by its Basic Rules on Disclosure, which form a part of the
Rules of the Pioneer Group, the Group as a whole maintains the
basic policy of disclosing accurate management information to all
stakeholders including shareholders, investors, customers, suppliers,
the mass media and local communities in a timely and appropriate
manner. As a matter of course, the Group discloses information
required by laws and public regulations. Pioneer also seeks to
actively disclose information that may be considered useful for
shareholders to make investment decisions and to gain a better
understanding of the Group. In addition to this rigorous and fair
disclosure of appropriate information, Pioneer engages in highly
transparent corporate activities with the aim of deepening the understanding
and trust of shareholders, investors and society at large.
Furthermore, taking into consideration certain mandatory provisions introduced from 2009 under the Financial Instruments and Exchange Act, which aim to ensure the adequacy of financial reporting, the Company obtained confirmation from its independent auditor that its internal control system was again adequate and effective. Details of audit results were submitted together with Pioneer's securities report in June 2013.
Under the Rules of the Pioneer Group, the Company has formulated Basic Rules for Prevention of Insider Trading. While Pioneer has endeavored to stringently manage information and to implement a management structure and system aimed at preventing insider trading, improper conduct in April 2007 by a former corporate auditor while in active duty was subsequently uncovered in March 2009. Pioneer is successively implementing various initiatives including the tightening of information management as well as regulations relating to the trade of the Company's shares applicable to directors and employees, while re-emphasizing relevant staff education and training.
Security Export Control
As a global company that undertakes its operations within many
communities around the world, the Pioneer Group hopes for the
maintenance and expansion of international peace and security.
Therefore, the Group regards as fundamental management principles the international consensus in security export control and compliance with every country's laws concerning the regulation of exports. In addition, Pioneer has formulated its Basic Rules on Security Export Controls under the Rules of the Pioneer Group and appointed one of its representative directors to oversee the appropriate management of export control.
Ensuring Fair Trade
The Pioneer Group has implemented a variety of measures to
ensure strict adherence to anti-monopoly laws and regulations. In
addition to establishing the Basic Rules on Fair Trade as a part of
the Rules of the Pioneer Group, the Company has issued its
Monopoly Prohibition Compliance Manual. Along with ensuring
thorough awareness of the manual Group-wide, the Company
continues to augment its fair trade compliance counseling and
reporting structure and systems, led by its Legal Division.
In addition, Pioneer is strengthening its initiatives to ensure fair trade through training relating to the Japanese subcontract law. Other initiatives include the establishment of guidelines to prevent monopolistic behavior, unfair trading methods, and unfair restraint of trade, and making them well known throughout the Group.
Exclusion of Antisocial Forces
In the spirit of undertaking fair corporate activities with respect for
social norms as specified in the Pioneer Group Charter for
Corporate Operations, the Pioneer Group applies firm, systematic
measures as required by the Pioneer Group Code of Conduct to
exclude antisocial forces, particularly in the form of organized crime,
that threaten the safety and orderliness of civil society. To achieve
this, the Group has designated a department to take overall charge
of responding to antisocial forces. The internal framework encompasses
liaison with specialist external agencies, sharing information
within the Pioneer Group, providing guidance in responding to
issues, ensuring communication and other measures.
Accordingly, the Group has established Basic Rules for Excluding Antisocial Forces and is working to ensure their thorough application.
Protection of Intellectual Property and Copyrights
The Pioneer Group not only maintains and manages intellectual
property acquired through technology development and other
means, but it also undertakes day-to-day measures to respect the
intellectual assets of third parties as a matter of principle.
Pioneer and its Group companies have established a copyright liaison meeting for their respective administrators of relevant departments to ensure Group-wide compliance of copyright protection technology in all Pioneer products.
Furthermore, to avoid betraying the trust that customers have in the Pioneer brand, the Company's business divisions and Legal & Intellectual Property Division work together with related departments at Group companies to eliminate counterfeit goods from the marketplace, since they threaten to damage Pioneer's brand value and social status.
For the benefit of the Group's employees in Japan, the Company posted a Q&A page on its intranet bulletin board concerning the protection of copyright in operational activities. At the same time, Pioneer has set up an inquiry desk to answer employees' questions.
Information Security and Protection of Personal Information
Within the Rules of the Pioneer Group, the Company has formulated
the Basic Rules for Information Security Management. These Rules
form the basis of the Group's information security framework and
outline the policies and measures to be implemented to ensure the
optimal protection, utilization and management of information assets.
Pioneer has never experienced a case of a deliberate leak of personal information, such as external infringements or unauthorized removal of data from the business sites of Group companies.
Policy Regarding Material Suppliers
The Pioneer Group Code of Conduct requires the Group to deal fairly with suppliers on an equal footing, in accordance with relevant laws and agreements. In addition, it requires suppliers to act with awareness of their social responsibility, observing the laws of the countries and regions where they do business and respecting international agreements of the United Nations, the International Labour Organization, the Organisation for Economic Cooperation and Development, and so on.