Regulations on Global Internal Reporting
OUTSOURCING Inc.
Chapter 1. General Provisions
Article 1. Purpose
The purpose of this Regulations is to establish a system to allow Employees of Overseas Subsidiaries of
OUTSOURCING Inc. (the “Company”) to make direct internal reports to the Company and/or the relevant Overseas Subsidiary on Compliance Violations (the “Global Internal Reporting System”) to ensure that any such wrongdoing, illegal practices or unethical conduct will be timely detected and properly rectified, thereby ensuring the Company and Overseas Subsidiary’s social trust and enhancing our corporate value.
Article 2. Definitions
The terms used in the Regulations shall have the meanings specified below.
(1) “Overseas Subsidiary” means the group companies of the Company located outside of Japan which the Company directly or indirectly controls.
(2) “Employee(s)” means the directors and all employees of the Overseas Subsidiary (including permanent employees, contract employees, temporary employees, part-time employees, dispatched employees, shareholders and persons belonging to the administrative, management or supervisory body of the Overseas Subsidiary, including non- executive members, as well as volunteers and paid or unpaid trainees, and others who are hired or work at the Overseas Subsidiary regardless of their names such as dispatched employee (who are dispatched from other companies), contractors and the persons working under the supervision and direction of contractors, subcontracts and suppliers) or those who used to be such directors and employees
(3) “Report” means a report through the Company’s “SpeakUp” system as described under Appendix I (the “SpeakUp”) informing that a Compliance Violation has been or is about to be committed.
(4) “Reporter, etc.” means the Employees who made a Report (the “Reporter”) and Employees or others who cooperated in investigations related to the Report.
(5) “Compliance Violation” means any violation or imminent violation of applicable laws and regulations as well as the Company’s or Overseas Subsidiary’s internal rules or a situation in which there is a threat or imminent threat for the public health, the safety of individuals, the protection of the environment, or an improper act or omission that jeopardizes the proper functioning of the public service or the Company or Overseas Subsidiaries. Purely Personal grievances, such as dissatisfaction on promotion arrangements and work environment, that cannot be seen as a Compliance Violation as described in the sentence before will not be treated as a Compliance Violation. The Employee is recommended to report such matter to his manager or, if appropriate, the Human Resources department of the Overseas Subsidiary.
(6) “Accused” means a person who has been reported that he or she has committed or is likely to commit a Compliance Violation.
(7) “Offender” means someone who was found to have committed a Compliance Violation.
Article 3. Scope of Regulations
(1) The Regulations apply to a Report, but they are not applicable to an internal reporting system established by any Overseas Subsidiary which is managed under regulations of such Overseas Subsidiary (the “Local Reporting
System”).
(2) The Regulations apply to Compliance Violations in an Overseas Subsidiary and in the Company.
(3) If there is a conflict between the applicable laws or regulations in the country or region where the Overseas
Subsidiary is located on one hand, and the Regulations on the other hand, local laws and regulations shall prevail.
Chapter 2. Supervision and Operation Structure
Article 4. Supervision and Operation Structure
Head of Division of the Corporate Management Division of the Company (the “Head of Corporate Management
Division”) will oversee the development of a structure to appropriately respond to Reports, as well as taking the necessary measures for the receipt of Reports, investigation, and corrective measures.
Article 5. Department in Charge
The Legal Department of the Company (the “Legal Department”).
Chapter 3. Internal Reporting System
Article 6. Person in Charge
The General Manager of the Legal Department is responsible for the operation of the Global Internal Reporting System.
Article 7. Rights and Responsibilities of Employees
(1) In case an Employee is aware that any Compliance Violation has occurred or may occur, he or she may use the
Global Internal Reporting System under the Regulations.
(2) Every Employee is allowed to consult an internal or external advisor (e.g., an internal confidant, external lawyer)
in confidence about a suspected Compliance Violation.
(3) Officers and employees of the Company and the Overseas Subsidiaries who are requested to cooperate in
investigations related to Compliance Violations shall not refuse the investigation without due grounds and shall fully cooperate with such investigation including but not limited to providing true facts they are aware of and submit the relevant materials that is in their possession.
Article 8. Requirements for a Report
(1) A Report can be made as long as the Employee has reasonable grounds to believe that the reported information about the Compliance Violation is correct at the time of the Report.
(2) Employees shall not intentionally make a Report contrary to the fact; provided, however, even if the reported fact is not finally confirmed, if the Reporter believed there is a factual basis as of reporting, such Reporter shall not owe any liability or responsibility thereon.
(3) Employees do not need to provide unnecessary information in the Report. Any personal information that is not deemed necessary will be deleted immediately.
Article 9. Point of Contact
(1) A Report hereunder must be made to one of the following points of contact through SpeakUp.
Personnel of the Legal Department, or
Point of contact of an Overseas Subsidiary, if applicable pursuant to Article 10. (2)
(2) A Report through SpeakUp can be made:
In writing or
Verbally via telephone
(3) The Personnel in (a) and (b) of Article 9. (1) shall be approved by the General Manager of the Legal Department before appointed as a point of contact.
(4) When the content of the Report is related to the point of contact, point of contact of Article 9. (1) item (a) shall immediately notify the Head of Corporate Management Division, and the point of contact of Article 9. (1) item (b) shall immediately notify the Legal Department, and will not be involved in handling of the case.
(5) The Legal Department will be monitoring the SpeakUp system. However, when requested, the point of contact of the Overseas Subsidiary shall always report the situation to the Legal Department in a manner designated by the
Legal Department.
Article 10. Method of Reporting
(1) A Report is made by using SpeakUp. How to use SpeakUp is shown in Appendix I.
(2) A Report must in general be made to the personnel of the Legal Department, which is the point of contact of the
Company. However, some Overseas Subsidiaries have their own point of contact in SpeakUp. In those cases, the Employee has a choice to Report to that Overseas Subsidiary’s point of contact, if the Employee considers this appropriate.
(3) A Report may be made either in local language or in English. (4) A Report may be made anonymously.
(2) The relevant point of contact shall record and keep the information of the case and materials obtained in accordance with its internal rules and as instructed by the Legal Department in a register established for that purpose. Personal information that is not necessary for the investigation of the Report, will be deleted without undue delay.
(3) The point of contact which received Report will be responsible for handling the relevant Report. Provided however, the General Manager of the Legal Department may at any time decide, if it deems it appropriate, to delegate the handling of a Report sent to the Company to the Overseas Subsidiary or that the Company will handle a Report that was sent to the point of contact of the Overseas Subsidiary.
Chapter 4. Investigation and Remedial Actions
Article 12. Decision on Initiation of the Investigation
(1) When a Report is made to the point of contact of the Company or the Company handles such Report pursuant to
Article 11. (3), the General Manager of the Legal Department decides whether investigation is necessary.
(2) When a Report is made to the point of contact of an Overseas Subsidiary or its handing is delegated to an Overseas Subsidiary pursuant to Article 11. (3), the point of contact or the relevant person of the Overseas Subsidiary decides whether investigation is necessary and the reasoning behind the decision must be shared with the Legal Department. However, the General Manager of the Legal Department may also decide that an investigation is necessary for a Report that was sent to the Overseas Subsidiary. In the latter case, the Legal Department notifies the point of contact
of the relevant Overseas Subsidiary of such decision.
(3) The relevant point of contact informs Reporter whether an investigation will be conducted, as necessary and if practical.
(4) In case an investigation is initiated, the relevant point of contact informs the Accused that he or she is under investigation without delay, except in case there is a substantial risk of destruction of evidence and/or an impediment to the investigation.
(5) An Employee may make an external report of a Compliance Violation, both instead of and after an internal report.
An external report can be made to the competent authority. Please visit the websites of the competent authorities for information on how to make the external report.
Article 11. Acceptance of Report
(1) When the Reporter sends a Report, the relevant point of contact shall send an acknowledgement of receipt within seven days via SpeakUp.
Article 13. Appointment of Investigators
(1) In case a Report is made to the point of contact of the Company, and if the General Manager of the Legal
Department has decided to investigate the Report pursuant to Article 12. (1), the Legal Department conducts the investigation. The Legal Department may appoint employees of the Company or a relevant person of the Overseas Subsidiary to conduct the investigation. In case a Report is made to the point of contact of an Overseas Subsidiary, the point of contact or the relevant person of the Overseas Subsidiary conducts the investigation and may appoint employees of the Overseas Subsidiary to conduct the investigation. In some cases, the Legal Department of the Company may decid
e to participate in or assist the investigation of the Overseas Subsidiary (each an “Investigator”).
(2) No personnel that is involved in the relevant matter to be investigated will be appointed as an Investigator.
Article 14. Conduct of the Investigation
(1) The Investigator shall, promptly after appointment, initiate investigation.
(2) The Investigator may retain an outside law firm or other vendors to support investigation in case the Investigator considers it necessary.
(3) In conducting the investigations, the Investigator shall take due care not to reveal the identity of Reporters, etc.,
and also respect the credibility, honor, and privacy of the Accused and those who cooperate with the investigations. (4) The Investigator may request to submit documents and other information, have a meeting, give explanations, and any other cooperation necessary for the investigation to the officers and employees of the Company and Overseas
Subsidiaries.
(5) The Investigator shall record and retain all information and materials obtained in a manner according to internal rules and as designated by the Legal Department.
(6) The Investigator shall make the best effort to complete the investigation as soon as possible, but ultimately within 90 days from the date on which the acknowledgement of receipt was sent to the Reporter unless it is reasonably difficult to do so.
Article 15. Compliance Violations
(1) The Investigator shall share with the Legal Department a summary of the investigation without delay after completion of the investigation.
(2) In case investigation shows that there has been a Compliance Violation, the Company or the relevant Overseas
Subsidiary shall promptly take remedial and preventative measures. This may include imposing disciplinary sanction on the Offender or other persons involved in the Compliance Violation if appropriate in accordance with the applicable local legislation and company policies. The Overseas Subsidiary shall always consult with the Company before making the final decision to impose the disciplinary sanction. Even in cases where the Overseas Subsidiary decides not to take remedial and preventative measures, the reasoning must be shared with the Company.
(3) In the event someone involved in the Compliance Violation makes a Report before an investigation commences or proactively cooperates in the investigation, the disciplinary sanction against such person may be reduced or exempted after taking into consideration the extent of such person's involvement in the relevant violation, the degree of cooperation in the investigation, the timing and purpose of the Report, and other relevant factors.
Article 16. Notification of Results
(1) The relevant point of contact notifies the Reporter about the investigation results and the content of remedial
measures via SpeakUp within three months after acknowledgment of receipt of the Report, taking into consideration
the credibility, honor and privacy of the Offender, the Accused, and the persons who cooperated in the investigation. (2) The relevant point of contact shall notify the Offender and the Accused about the investigation results and the content of remedial measures without delay, taking into consideration the anonymity of the Reporter as well as the credibility, honor and privacy of the persons who cooperated in the investigation. The Offender and the Accused may comment on the findings.
(3) When imposing any adverse measure against the Offender based on the results of an investigation, the necessary
procedures shall be followed in accordance with the applicable laws and regulations of the country or region in which the Offender is located.
Article 17. Updates to the Board
Head of Corporate Management Division will give update on the filed Reports, such as how many Reports have been made and a general overview of the content of the Reports, to the Board of Directors of the Company as necessary. Chapter 5. Protection of Reporters, etc.
Article 18. Prohibition of Adverse Treatment
(1) The Company and Overseas Subsidiaries shall not retaliate, dismiss or adversely affect personnel evaluation, or otherwise treat officers and employees of the Company and Overseas Subsidiaries in any disadvantageous manner on the grounds that they have attempted to make a Report, have made a Report, or have cooperated in investigating a Report as long as the Reporter had reasonable grounds to believe that the reported information was true at the time of the Report.
(2) The Company or an Overseas Subsidiary may impose disciplinary sanction in accordance with local laws and other applicable regulations on any officers and employees of the Company or the Overseas Subsidiary who committed adverse treatment or harassment in order to harm a Reporter, to prevent the making of a Report, or to prevent the cooperation in the investigat
ion of a Report.
Article 19. Protection of Confidentiality and Personal Information
(1) Without consent of the person relevant to such information or due grounds, neither the Company nor any person involved in the global internal reporting process shall disclose confidential information, such as the identity and personal information of the Reporters, etc., or information obtained in the course of the global internal reporting process to persons other than those who are mentioned in this Regulations or who needs to know the information for the purpose of investigation conducted hereunder or deciding disciplinary action thereon. Notwithstanding the above the Company may share the results of investigations and remedial measures after taking appropriate measures such as redacting the background to the investigation.
(2) Without consent of the person relevant to such information or with legitimate grounds, the Company and persons involved in the global internal reporting process shall not use the confidential or personal information of the Reporters, etc. or any other information learned in the global internal reporting process for any purpose other than global internal reporting process.
(3) The Company or the Overseas Subsidiary may impose disciplinary sanction in accordance with local laws and other applicable regulations on a person who has violated the provisions of the preceding two paragraphs.
(4) In case the Company provides personal information outside of Japan, it shall either obtain prior consent of relevant individual or take the other appropriate measure pursuant to Act on the Protection of Personal Information of Japan and the GDPR, if applicable.
(5) Only personal information which is necessary for conducting the research will be processed. Personal data which is not necessary, must be deleted without undue delay.
(6) Personal information will be deleted within two months after the completion of the investigation, unless the personal information is necessary for the establishment, exercise or defense of legal claims. In that case, the personal information will be deleted within two months after the completion of the case including imposition of disciplinary sanction.
Article 20. Prohibition of Interference
(1) Employees shall not prevent other Employees from making a Report.
(2) Officers and employees of the Company and Overseas Subsidiaries shall not exercise any inappropriate influence on, or interfere with, investigation of a Report.
Article 21. Promotion
(1) The Company shall sufficiently inform Employees of the details of the Global Internal Reporting System and the
importance of protecting the rights and confidentiality of Reporters, etc.
(2) The Company shall provide sufficient training to those involved in global internal reporting process to ensure that the Global Internal Reporting System is properly managed and that the confidentiality of Reporters, etc. is protected. Chapter 6. Other
Article 22. Operation Based on this Regulations and Improvements
Head of Corporate Management Division shall periodically evaluate and inspect the status of maintenance and operation of the Regulations in an objective and fair manner, and shall make improvements as necessary.
Article 23. Uncertainty
If any doubt arises concerning this Regulations, the General Manager of the Legal Department shall be consulted, and his/her instructions shall be followed.
Article 24. Amendment and Abolition
Amendment or abolition of this Regulations shall be made by a resolution of the Board of Directors of the Company.
Effective Date
Supplementary Provisions
This Regulations entered into force on 4 September 2023.
Appendix I
How to use SpeakUp
Contact details such as the URL, phone number, and organization code will be separately shared by the Company.
Step 1 - Reporter leaves a new message via phone or web
- The message could be anonymous and in native language.
- Reporter should follow instruction on phone or web. For phone, Reporter will need to enter the organization code shared by the Company.
- Reporter will receive a unique case number. For phone, the Reporter will be required to set-up a 4-digit PIN.
For web, the Reporter will be required to make a password.
- All Report via phone will be received by the Company (Reporter cannot choose where to report to).
Step 2 - People Intouch makes transcription and/or translation into English
- SpeakUp is independently operated by a third party, People Intouch.
Step 3 - Organisation receives message and replies
Step 4 - People Intouch makes translation and/or recording into native language
Step 5 - Reporter checks SpeakUp via phone or web
- Reporter enters the case number assigned in step 1, together with the PIN (phone) or the password (web).
