Governance

In order to sustainably improve Murata's business value and continue being a company trusted by society, we are engaged in establishing and maintaining appropriate governance system. Please refer to the following link for information on the corporate governance system, and the following contents for details on each initiative.

Link: Corporate Data: A Closer Look at Corporate Governance

Compliance

Basic approach

Based on the Murata Philosophy, which is our management philosophy, Murata engages in fair business activities and hopes to continue to be a company which is trusted by society. In order to create new forms of value and achieve robust, sustainable growth amidst changing business opportunities, we believe that observing compliance based on legal compliance and a high degree of business ethics boost stakeholder confidence and serve as the foundation for robust growth. At Murata, we strive to raise awareness of compliance among all Group officers and employees through comprehensive observance of our "Corporate Ethics Policy and Code of Conduct."

Promotion system

At Murata, we have established a "Compliance Promotion Committee" underneath the CSR Management Committee chaired by the President, and in 2024 this organization made significant changes to our "Corporate Ethics Policy and Code of Conduct".
The organization also raises awareness of our "Corporate Ethics Policy and Code of Conduct", proposes and implements corruption prevention initiatives, and deliberates and decides on the general direction of global compliance promotion. The matters decided by this committee are shared with the entire Group by those in charge of promoting compliance appointed at affiliated companies in Japan and overseas.

The "compliance promotion leader" selected for each department also shares and delivers the information provided in the "Corporate Ethics Policy and Code of Conduct" and at e-learning and group trainings at their department compliance promotion meetings.

Moreover, these compliance promotion systems are determined according to the "Compliance Program Rules."

Compliance promotion activities are reported to the Board of Directors twice a year, and are also audited annually by the Internal Audit Department to ensure the appropriateness. Group companies are also being audited by Responsible Business Alliance (RBA)-approved auditors.

Compliance promotion system

Link: Murata’s Corporate Governance System

Information on supplier compliance can be found on the following page.
Link: View details on supplier compliance

Promotion activities

“Corporate Ethics Policy and Code of Conduct”

Murata established its “Corporate Ethics Policy and Code of Conduct” in July 2002, and Group officers and employees united in promising and declaring that they will take appropriate actions with respect to stakeholders and society. In April 2024, Murata has made revisions by applying sustainability perspectives based on the expectations and requests from society, and ensures its officers and employees fully comply.

Murata has translated the "Corporate Ethics Policy and Code of Conduct" into Japanese, English, Chinese, and other local languages and distributed copies to all Group officers and employees. This is also managed according to local laws and social systems in each overseas location.

The "Compliance Guidebook" was also created with related examples in a Q&A format to improve the understanding of the "Corporate Ethics Policy and Code of Conduct", and this guidebook was distributed to officers and employees at each site in Japan.

Murata routinely revises the "Corporate Ethics Policy and Code of Conduct" and also takes measures to mitigate risks for each "Corporate Ethics Policy and Code of Conduct" compliance item in response to changes in the business environment and business.

In addition to work performance, conduct and processes are also evaluated, and compliance with the "Corporate Ethics Policy and Code of Conduct" is taken into account for the performance review and compensation of individuals.

<Section 1>
Corporate and Social Rules
  • Fair Competition and Trade
  • Prevention of Corruption and Corrupt Practices
  • Political, Religious, and Lobbying Activities
  • Severance of relationships with Anti-Social Forces
  • Prevention of Conflicts of Interest
  • Import/Export Controls
  • Prevention of Money Laundering
  • Accurate Recording and Reporting of Financial Information and Appropriate Tax Payment
  • Prevention of Insider Trading
  • Use of Company Assets
  • Information Security
  • Protection of Personal Information
  • Respect of Intellectual Property Rights
<Section 2>
Co-prosperity with our Stakeholders
  • Quality and Safety of Products and Services
  • Respect for Human Rights
  • Donations and Sponsorship
  • Dissemination of Information and Communication
  • Respect for Diversity
  • Health and Safety
  • Relationship with our Suppliers
  • Contribution to the Global Environment

Link: Corporate Ethics Policy and Code of Conduct (PDF:4.10MB) Open in New Window

Compliance training

At Murata, we train and educate all Group officers and employees (including temporary and part-time employees) on an ongoing basis based on the "Corporate Ethics Policy and Code of Conduct" to instill compliance awareness. Each year, the President issues video messages in three languages (Japanese, English, and Chinese) throughout the entire Group both domestically and overseas, in order to spread an understanding of the importance of compliance and share a common awareness of what compliance entails.

In addition to the training provided when joining the company or leaving for a new post in charge of an overseas affiliated company, October of each year is designated as a compliance promotion month. We also conduct the following activities domestically and overseas based on our "Corporate Ethics Policy and Code of Conduct" to further spread compliance awareness.

  • "Corporate Ethics Policy and Code of Conduct" e-learning
  • Compliance awareness surveys
  • Distribution of portable cards with the compliance reporting and consulting service information
  • Training on compliance for the management members
  • Group discussions for those in managerial positions
  • Group discussions by the case method
  • Issuing "Compliance Magazine"

The results of the compliance awareness surveys are confirmed and analyzed by region and group company, and feedback is given for the results to improve the activities for the following fiscal year.

In order to promote compliance, each fiscal year, we issue the "Annual Compliance Training Guide", our annual compliance training plan, and conduct annual training on topics such as the following based on this training plan.

Major training topics
  • Bribery prevention
  • Antitrust violation prevention
  • Subcontract Act violation prevention
  • Information security
  • Insider trading prevention
  • Security export controls
  • Harassment prevention

For instance, on the topics of bribery prevention and antitrust violation prevention, each year, Murata obtains the commitment of each individual officer and employee, conducts online training, and responds to changes in compliance requirements. Since 2021, we have also expanded in-house anti-bribery training as general training, and we have continued to provide training on topics such as foreign and domestic laws, prohibited matters, the risks of illegal conduct, etc.

Link: For details on the implementation of training, see here

Global compliance promotion activities

Murata has established and is operating a global compliance system led by our Compliance Promotion Committee to expand our compliance activities globally. Our regional headquarters act as the heads of the activities in their respective regions, taking into account the local laws, regulations, and social systems, and conduct compliance activities in cooperation with our group companies in each region.

Initiatives to prevent corruption risks

Initiatives and policies

In order to engage in fair business practices and continue to be trusted by society, Murata's "Corporate Ethics Policy and Code of Conduct" defines how to prevent bribery, antitrust violations, Subcontract Act violations, insider trading, conflicts of interest; implements security export controls; and prevents other types of corruption (such as inappropriately providing or receiving benefits). Murata strives to ensure compliance and prevent bribery as the foundation of our daily business activities and duties. Corruption is handled following a risk evaluation conducted by each responsible department, and the results of this evaluation are reported to and discussed by the Risk Management Committee chaired by the President. If acts that violate or could violate the "Corporate Ethics Policy and Code of Conduct," laws, regulations, or ethics (corruption risks) are discovered through training or awareness-raising activities, they must be reported to the relevant department or reporting/consultation service immediately.

We require our suppliers to maintain a zero-tolerance policy that prohibits corruption, corrupt practices, extortion, and embezzlement of any kind, including all types of bribery, as defined in our "Supplier Code of Conduct" in the "Murata Group Supply Chain CSR Procurement Guidelines". When starting business with a supplier, Murata and the supplier sign a "CSR Agreement" to obtain the supplier's agreement to the contract. In the case that any corruption risks are discovered through business with Murata group companies, they are encouraged to be promptly reported to the corresponding consultation service.

Link: Corporate Ethics Policy and Code of Conduct (PDF:4.10MB) Open in New Window
Link: View details on supplier selection criteria
Link: View details on the Supplier Code of Conduct Open in New Window
Link: View details on the Whistle-blowing system
Link: View details on the Consultation Window for Business Partners (suppliers)

Initiatives to prevent corruption risks

Murata comprehensively assesses the corruption risks with all of our business activities and works to prevent them. Under the supervision of the Board of Directors, the Risk Management Committee sets measures to prevent corruption for issues evaluated as high risks, such as information leaks, antitrust violations, and bribery.

Link: Learn more about the strengthening of risk management
Link: Learn more about our compliance promotion system

(1) Antitrust violations, prevention of bribery, political contributions, and Subcontract Act violations

In May 2014, Murata established the "Basic Policy for Prevention of Cartels and Bribery" as a supplement to the "Corporate Ethics Policy and Code of Conduct". This has been translated into English and Chinese, and awareness of this policy has been spread throughout the entire Group through such means as providing messages from top management stating Murata's basic stance on preventing bribery and cartels.

In order to prevent cartels, global rules have been set based on the guidelines provided in this basic policy, which state that (1) contact with competitors must be avoided whenever possible and (2) approval must be obtained in advance in situations requiring contact with competitors. A system requiring that employees apply for approval and report their results in such situations has been established for use throughout the entire Group. Guidelines describing the company rules and procedures for this system were created and disseminated, and the operational status of the application and reporting system is routinely being verified.

Similarly, rules on actions such as exchanging gifts or entertaining customers are defined, and employee activities are managed to prevent unlawful benefit for the purpose of dishonest profit from being provided or received, and to prevent facilitation payments (small payments of money to public officials and others not required by law to facilitate or expedite routine administrative services, such as customs clearance and visas) from being made. With regard to bribery risks, we conduct risk surveys and evaluations after taking into consideration the social climates and business customs of the country and region in which the given affiliated company operates, and then aim to strengthen the measures to prevent bribery based on the findings. Once risks have been evaluated and the measures have been strengthened, the situation is periodically monitored by the headquarters to ensure that the measures are effective.
We also do not engage in patronage or other activities that could be misconstrued as collusion with politicians. When donating or contributing to a political or faith-based organization, we do so appropriately and in accordance with relevant laws, regulations, and internal rules, so that we do not benefit inappropriately.

Link: Basic Policy for Prevention of Cartels and Bribery (PDF: 214KB) Open in New Window

See the following page for more information about our initiatives on the prevention of Subcontract Act violations.

Link: See more information on Subcontract Act violation prevention

(2) Prevention of insider trading

In order to prevent insider trading*1, Murata has established "Rules to Prevent Insider Trading" to prevent anyone aware of important factual information from transmitting important factual information, providing trading recommendations, or buying or selling shares. We also generally prohibit employees and individuals with certain job titles (subject to buying/selling rules) belonging to organizations that regularly handle important factual information, from buying and selling company shares*2. We also continue to engage in efforts to prevent insider trading, such as conducting e-learning classes and sharing information.

  • *1

    When an individual somehow involved with a company who is aware of important factual information (undisclosed information related to company business, management, results, etc. that could have a significant impact on the investment decisions of investors) engages in transactions related to shares issued by that company, prior to this information being disclosed

  • *2

    Employees, etc. may buy and sell Murata shares during a period of time following the public release of important factual information, only if they have received prior approval from an information management supervisor

(3) preventing conflicts of interest

Murata's "Corporate Ethics Policy and Code of Conduct" states that conflicts of interest (situations where the interests of an individual and the company are in opposition, or could be in opposition) must be avoided. In addition to providing training on preventing conflicts of interest both domestically and overseas, we introduce internal rules and establish reporting systems for companies that have or could have conflicts of interest, based on risks in each region.

Link: Corporate Ethics Policy and Code of Conduct (PDF:4.10MB) Open in New Window

(4) Export control compliance

We are required to effectively comply with export control laws and regulations, including Japan’s "Foreign Exchange and Foreign Trade Act," as adopted in accordance with international agreements. As part of our commitments to the adherence to the applicable export control laws and regulations in Japan and overseas countries, we have been implementing "Security Export Control Compliance Program," and have maintained relevant internal structures and procedures, such as those relating to export control classification and transactions screening. We also conduct regular export control training and provide guidance in Japan and overseas.

The rise in geopolitical risks in recent years has also led to significant restrictions to various economic security and export regulations including trade controls. Murata has been working on timely collection and analysis of information on international affairs and laws and policies of major countries and regions, so as to reduce such risks, and maintain strengthen export control compliance structures, such as by ensuring that transactions are screened appropriately and effectively.

Link: See details on "Restriction of Weapons of Mass Destruction and Conventional Weapons"

Whistle-blowing system

In order to prevent, early detect, and respond to compliance violations, Murata Manufacturing and our domestic and overseas affiliates have adopted and put in place a whistle-blowing system to receive reports and consultations from Group’s officers and employees (including temporary and part-time employees) and their families. If acts that violate or could violate the "Corporate Ethics Policy and Code of Conduct," laws, regulations, or ethics are discovered, including acts of corruption such as bribery or conflicts of interest, the individual submitting the report may report or consult about such acts either anonymously or using their real name. In addition to establishing internal hotlines within Murata Manufacturing and its domestic and overseas affiliated companies as a point of contact for receiving reports and consultation requests, we have established a multilingual support external compliance hotline to receive support in their native languages. External compliance hotline can contact this service through multiple means including phone, email, and online (24 hours a day, 365 days a year). In this way, we have established an environment that makes it easy for employees to submit reports and receive consultation. We have also established a "Harassment Consultation Hotline" specifically for reporting and consultation regarding harassment and a "Audit and Supervisory Committee Hotline" for direct reporting and consultations to the Audit and Supervisory Committee, which audits and supervises the overall execution of the company's corporate affairs.
Group’s officers and employees are periodically informed regarding how to contact and use these services and are encouraged to use the services through such means as the intranet, posters, training, and portable cards. In order to make it easier to submit reports and receive consultation, we also answer questions and provide consultation on how the whistle-blowing system works.
We have also established "Consultation Window for Business Partners (suppliers)" to receive reports and consultations from our suppliers. The dedicated contact e-mail address is provided to the supplier when they start conducting business with Murata, and they are informed regarding the services and encouraged to use them. The supplier submitting the report may use their real name or remain anonymous.

The design and operation of the whistle-blowing system are regularly reviewed and revised based on the results of attitude surveys on compliance understanding and whistle-blowing system usage (conducted domestically and overseas each year) and through reviews in departments responsible. The whistle-blowing system operation status (number of reports and report summaries) is regularly reported to the Board of Directors and the Audit and Supervisory Committee in a format that does not identify the informants.

Image of Whistle-blowing system

Link: View details on the Consultation Window for Business Partners (suppliers)
Link: View details on the Harassment Consultation Hotline

Response systems

In the event that a report or consultation is received, under the supervision of the Compliance Promotion Committee Chairperson, the Compliance Promotion Committee Secretariat carefully and quickly reviews the information, decides an appropriate initial response, and confirm and investigate the facts of the incident and any relevant laws, regulations, and rules to the extent possible, coordinating with relevant departments as needed. If it is determined that a compliance violation has occurred, corrective or remedial measures are implemented, such as improving a business system or rule, or take disciplinary action against the violator. Even if it is determined that no compliance violation has occurred, appropriate measures are also taken as necessary. In addition to protecting the anonymity and privacy of whistle-blowers, we take steps to prevent whistle-blowers from being unfairly disadvantaged by their reporting by prohibiting retaliatory actions against whistle-blowers and making this known to employees. Whistle-blowers who report violations under their real names will be provided with findings and details in an appropriate manner. To the extent possible, whistle-blowers who report anonymously will also be given feedback.

During fiscal 2024, 222 reports and consultation requests were received through the domestic compliance hotline. Approximately 70% of all reports and consultation requests were related to harassment, human rights, or workplace issues. All reports and consultation requests were investigated to determine whether a compliance violation had occurred, and then handled appropriately as required, while taking the wishes of the individual submitting the report into consideration. In FY 2024, there were no violations required to be disclosed by law, and no fines or settlements were incurred that required disclosure in the audited financial statements.

Number of reports and consultations in FY 2024
Number of reports and consultations in FY 2024