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Policy, Guideline, Principle
Corporate Mission
Materials Innovation
We create value through materials to enrich society,
people and the environment.
The corporate mission of JSR Group clearly identifies the company's raison d'etre. By supplying materials that are indispensable to human societies, JSR aims to be trusted.
Management Policies - JSR's Fundamental Pillars of Management
Continuous creation of businesses
As society evolves, so does the demand for specialized materials and advanced products. JSR continuously evolves to anticipate and responds to changing marketing needs and, in doing so, achieve dynamic growth.
Enhancement of corporate culture
As society evolves, so will our organization. JSR will build on its existing positive corporate culture to create an organization and management style with the vitality to keep evolving.
Increase in corporate value
JSR will position itself to increase our overall corporate value by creating businesses through materials with focuses on customer satisfaction and the fulfillment of employees.
Management Policies - Responsibility to Our Stakeholders
Responsibility to our customers / business partners
When interacting with our business partners and customers, the JSR Group will:
- Constantly evolve to meet the demand for new materials
- Always strive to increase customer satisfaction
- Act in good faith and maintain fair and equitable business relations
- Continue to be socially and environmentally conscious throughout the supply chain
Responsibility to our employees
All employees should expect:
- To be evaluated and rewarded based on fair standards
- Continuous opportunities to grow by challenging themselves
- Acceptance of the diversity of fellow colleagues and to be provided a place where all employees can work together as a team
Responsibility to society
All members of the JSR Group will honor our responsibility to both the local and global communities through:
- Responsible and respectful business practices (Responsible Care) that consider the environment and safety
- Support of environmental conservation by providing eco-friendly products
- Reduction of our environmental impact throughout the entire
- Active contribution to conserving biodiversity throughout its business activities and the entire product lifecycle
Responsibility to shareholders
Group will maintain its responsibility to its shareholders by:
- Aiming to increase corporate value by creating business opportunities through materials
- Constantly enhancing its management efficiencies
- Inspiring trust by being highly transparent and conducting sound corporate management practices
Course of Action : 4C

Challenge
All employees of JSR Group should share a common, global focus and desire to succeed. Employees should feel confident to autonomously take on new challenges, learning from successes while viewing setbacks as opportunities to learn, grow and improve.
Communication
All employees should feel comfortable and confident maintaining open lines of bi-directional communication at all levels within the JSR Group. Employees should strive for organizational transparency through direct conversations as the best means to share value and achieve common goals, especially in the face of growth and diversification.
Collaboration
Employees will work together in the spirit of cooperation valuing common, corporate goals over internal or departmental barriers. Employees will also be encouraged to actively collaborate with external resources and not be bound to conventional ideas.
Cultivation
All employees will cultivate an environment that supports bi-directional communication between managers and subordinates and provides opportunities to develop together as individuals and as members of productive, supportive teams.
Responsible Care
Responsible Care Policy
Seeing industrial safety and accident prevention, environmental conservation, and product safety as key foundations for its business activities, JSR Group conducts all business undertakings under the following Responsible Care® (RC) policy.
- 1) We will strive to ensure the safety of employees and local communities and to contribute to environmental conservation and a sustainable global environment by ascertaining risks associated with our business activities and executing countermeasures.
- 2) We will strive to comply with laws, ordinances, and voluntary regulations by gathering information on and ensuring the full development of laws and regulations required for business activity.
- 3) We will strive to ensure the safety of our products by developing products with consideration for safety, health, and the environment and providing information about them.
Environment
Philosophy concerning Environmental Initiatives
JSR Group recognizes that it is our duty to contribute to the realization of a sustainable global environment and society as a company which handles chemical substances.
Therefore, we consider reducing the environmental impact arising from our business activities and appropriately managing chemical substances to be priority issues. Accordingly, we are striving to reduce greenhouse gas emissions from energy consumption and to appropriately manage waste. In particular, it is expected that climate change will have a big impact on our business due to the risks from an increase in natural disasters and environmental regulations. Therefore, we consider reducing greenhouse gas emissions to be a mid- to long-term management issue and are working on it over the whole of JSR Group.
Philosophy concerning Climate Change
As a company that manufactures chemical products, JSR Group considers response to climate change issues faced by the society as one of its top priority issues, and that it is the Group’s responsibility to contribute to the realization of a decarbonized society.
Chemical products are ultimately used in various products. Therefore, we believe it is necessary to work to reduce greenhouse gas (GHG) emissions throughout the lifecycle of our products. To this end, we are calculating and keeping track of GHG emissions from our own business activities (Scopes 1 and 2), as well as GHG emissions by the suppliers (Scope 3).
We will continue to calculate and ascertain our GHG emissions on a global basis to contribute to reducing GHG emissions throughout society through initiatives including reducing energy consumption in various processes from product manufacturing to supply.
In addition to this, we participate in organizations including the Japan Chemical Industry Association, the TCFD Consortium, the Semiconductor Climate Consortium (SCC), and the Japan Climate Leaders’ Partnership (JCLP) to collect information and improve our awareness that climate change will bring about both risks and opportunities for JSR Group. Accordingly, we formulate and implement strategies based on scenario analysis.
Philosophy concerning Water Resources
Water is an essential resource for living beings. Globally, freshwater, in particular, is an extremely valuable resources. Since water resources are being affected by natural disasters caused by abnormal weather events resulting from climate change, we recognize that our mission as a manufacturer of chemical products is to conserve and preserve water resources.
JSR Group uses such water resources for drinking water, of course, but also as a raw material, cleaning solution, in treatment facilities for chemicals, and coolant in its manufacturing processes. Therefore, we strive to recycle water in our processes. At the same time, we purify and check the quality of the water when discharging it outside of our plants. In this way, we work to conserve water resources through appropriate management and treatment.
Philosophy concerning Industrial Waste Reduction
As a manufacturer of chemical products, JSR Group understands that addressing the problem of marine plastic litter facing society is one of our most important issues. We recognize that it is our duty to contribute to the realization of a recycling-based society.
In addition to initiatives related to the 3Rs (Reduce, Reuse, and Recycle) of waste, we advance the efficient use of resources (circular economy) throughout the life cycle from raw materials procurement to product manufacturing, while also contributing to the customers through business activities and the achievement of related SDGs.
Philosophy concerning Biodiversity Conservation
At JSR Group, our management policy is to proactively contribute to the conservation of biodiversity through our business activities. As a company that handles chemical substances, it is our duty to contribute to the realization of a sustainable global environment and society. Therefore, we consider reducing the environmental impacts arising from our business activities and appropriately managing chemical substances to be priority issues. Accordingly, we are taking actions in areas such as climate change mitigation, conservation of water resources, waste reduction, initiatives to prevent pollution, and chemical management, which we believe will help achieve biodiversity conservation.
Philosophy concerning Chemical Management
Under its sustainability promotion structure, JSR Group’s Environment, Safety and Quality Committee formulates items that should be promoted in relation to chemical management and concrete actions plans based on those and then promotes those efforts.
In light of recent global trends in chemical management, JSR has established the following three policies in its environment and safety management organization by which chemical management is implemented.
- 1) Instead of hazard-based management,*1 we will endeavor to implement risk-based management.*2
- 2) We will strive to manage our entire supply chain by utilizing a globally standardized method.
- 3) We will strive to comply with regulations and promote self-motivated initiatives to ensure the safety of our products.
- *1 Management based solely on the hazardous properties of substances
- *2 Management based on exposure to the hazardous properties of substances
Safety
Philosophy and Course of Action for Occupational Health and Safety, Policy for Security Management
Providing a Workplace That is Healthy, Safe and Offers Peace of Mind
At JSR, safety forms the very foundation of business continuity. We are addressing safety as an important management issue necessary for the growth of the company.
Based on our philosophy, basic policy, and courses of action for safety that set forth important actions for achieving both, we are committed to being a company where all employees feel safe and happy at work and carrying out business activities that take the environment and safety into consideration as a responsible member of the local community.
We also support safety activities at Group companies in Japan and overseas based on these principles, as the entire JSR Group is working to ensure safety.
Philosophy for Safety
At JSR Corporation, safety is our highest priority and the foundation of all of our activities.
Accordingly, we will create safe worksites and strive to maintain physical and mental health, with the goal of ensuring a safe return home at the end of each workday.
Policy for Security
- Extremely Safe Behavior
The Philosophy for Occupational Health and Safety has penetrated through the organization, the Courses of Action are established as applying to everyone, and safety competency is improving through independent safety activities. - Enhanced Human Resources and Organizational Strength
High personal skills, organizational ability, and a healthy organizational culture are being maintained with the establishment and execution of the education and training programs needed for organizational management. - Optimal Risk Management and Security Measures
Security measures corresponding to risk importance are being efficiently and effectively implemented using new technologies.
Courses of Action of Philosophy for Occupational Health and Safety
- No matter the situation, we will act with safety foremost in mind.
- We will comply with established rules and never fail to act in accordance with safety basics.
- We will maintain safety by identifying and eliminating both actual and potential hazards.
- We will strive to create comfortable work environments and promote physical and mental health.
- Through communication and ingenuity, we will aim to achieve 100% employee participation in all safety activities.
Human Rights
JSR Group’s Human Rights Policy
This policy explains in concrete terms JSR Group’s thinking with respect to human rights and presents our pledge to make efforts in line with that thinking. It is based on JSR Group’s “Code of Conduct for Respecting Human Rights,” which is established in the “JSR Group Principles of Corporate Ethics.” We position it as the prevailing policy of all documents and norms associated with actions concerning respect for human rights in JSR Group’s business activities.
1. Philosophy
JSR Group recognizes the importance of such international norms as the Universal Declaration of Human Rights, the UN Global Compact, and the UN Guiding Principles on Business and Human Rights. We agree with the thinking they represent and will respect human rights accordingly. We also understand that we must fulfill our responsibility to respect human rights in all of our business activities.
2. Respect for human rights
JSR Group respects the dignity and human rights of all people. We pledge to comply with all international norms and local laws and regulations that concern respect for human rights in the countries and territories where we do business. When a local law or regulation is inconsistent with international norms, we will do our best to find ways of respecting international norms for human rights to the greatest extent possible. Moreover, we will not discriminate on the basis of gender, age, nationality, race, ethnic group, origin, religion, beliefs, social status, physical disability, or sexual orientation for any reason. Nor will we accept any type of harassment that degrades an individual’s dignity.
3. Avoidance of complicity in violating human rights
We apply this policy to all JSR Group corporate officers and employees, and thereby demand that they respect human rights and not infringe upon rights or engage in unfair discrimination. We also strive to ensure that they do not become complicit in human rights violations, even indirectly. Moreover, we endeavor to prevent or lessen negative effects on human rights that are directly tied to JSR Group’s businesses, products, and services, and continually urge our business partners and suppliers to support our policy and to adopt a similar policy.
4. Employment and labor
Prohibition of child labor and forced labor
JSR Group prohibits forced labor as well as labor by children who have not reached the employment age stipulated in the laws of the nations and regions in which we do business. We also demand that our business partners and suppliers do the same.
Respect for basic labor rights
JSR Group complies with the labor laws of the nations and regions where we operate. We also respect employees’ right to organize and right to collective bargaining, in accordance with the applicable local laws and regulations.
Elimination of discrimination
JSR Group respects every individual’s diversity, identity and human rights and strives to ensure equal opportunity without discrimination in every aspect of its dealings with employees, including recruitment, placement, promotion, and skills development.
5. Response when problems occur
If a business activity by JSR Group has a negative consequence on human rights, we will respond swiftly and appropriately to provide relief and rectification. Moreover, if a negative consequence on human rights is caused by a business partner or a supplier, we will utilize our influence on that partner or supplier to encourage them to make an appropriate response.
6. Prevention of human rights violations
JSR Group works to prevent human rights violations by acting in accordance with the “human rights due diligence” mechanism. We also provide appropriate education and training to all employees to ensure the dissemination of this policy throughout the Group.
Date of establishment : September 1, 2021
Eric Johnson
Representative Director, CEO JSR Corporation
Philosophy concerning Respecting Human Rights
JSR Group’s Principles of Corporate Ethics establish its philosophy concerning human rights.
Code of Conduct for Respecting Human Rights
1) We will respect and uphold basic human rights declared internationally in the United Nations "The Universal Declaration of Human Rights" and other agreements as well as protected under constitution and legal precedents of respective countries, and will not infringe basic human rights.
Code of Conduct for Fair and Proper Transactions
4) With regard to purchase transactions, we shall conduct transactions that are fair, transparent, and based on economic rationality, as well as consider our responsibility to society, such as compliance with laws and ordinances, protection of resources, environmental conservation, safety and human rights.
Code of Conduct for Providing a Comfortable Work Environment
7) In the event that a staff member reports the violation or possible violation of the law and/or the Principles of Corporate Ethics to his/her superiors and/or internal/external hotline, we shall fully protect the said staff member’s identity and protect him or her from unfavorable treatment.
The JSR Group Principles of Corporate Ethics, revised in January, 2023.
Philosophy concerning Inhumane Acts (Harassment)
JSR Group’s Principles of Corporate Ethics establish its philosophy concerning inhumane acts (harassment).
Code of Conduct for Providing a Comfortable Work Environment
5) We shall provide a workplace free from sexual harassment and any harassment arising from positions of power. In addition, we will not engage in or make verbal comments with sexual connotations that will make counterparts feel uncomfortable.
The JSR Group Principles of Corporate Ethics, revised in January, 2023.
Philosophy concerning Prevention of Discrimination
JSR Group’s Principles of Corporate Ethics establish its philosophy concerning prevention of discrimination.
Code of Conduct for Providing a Comfortable Work Environment
- 1) We shall ensure the fair treatment of employees, based on each person’s tasks, roles, and level of commitment.
- 3) We shall not discriminate against gender, age, nationality, race, ethnic group, origin, religion, beliefs, social status, physical disability, sexual identity, sexual orientation, or other relevant conditions when determining employment status and/or working conditions.
- 4) We shall not force religion and/or belief on others.
The JSR Group Principles of Corporate Ethics, revised in January, 2023.
Philosophy concerning Child Labor and Forced Labor
JSR Group’s Principles of Corporate Ethics establish its philosophy concerning child labor and forced labor.
Code of Conduct for Respecting Human Rights
3) We shall never allow child labor or forced compulsory labor, whether at the JSR Group or in the workplaces of business partners and collaborating companies.
The JSR Group Principles of Corporate Ethics, revised in January, 2023.
Philosophy concerning Collective Bargaining
JSR Group enters into labor agreements with labor unions based on its Principles of Corporate Ethics, which establish its philosophy concerning collective bargaining.
Code of Conduct for Respecting Human Rights
2) We will abide by national and international labor codes and respect workers’ right of association and right for collective negotiation in the realm of basic labor rights.
The JSR Group Principles of Corporate Ethics, revised in January, 2023.
Philosophy concerning Customers
JSR Group’s Management Policies establish its philosophy concerning its customers.
Management Policies
Responsibility to Our Stakeholders
Responsibility to Our Customers / Business Partners
- Constantly evolve to meet the demand for new materials
- Always strive to increase customer satisfaction
- Act in good faith and maintain fair and equitable business relations
- Continue to be socially and environmentally conscious throughout the supply chain
Social Contribution
Philosophy concerning Social Contribution
JSR Group has been involved in various social contribution programs with a focus on community activities. In January 2009 we established our "Basic Approach to Social Contribution" as a philosophy aimed at further strengthening our activities. We are currently implementing the initiatives outlined in this philosophy.
Basic Philosophy concerning Social Contribution
- 1) Our Corporate Mission dictates that we contribute to society through our business activities. Further, we are actively engaged in providing solutions to social requirements and issues as a responsible member of society.
- 2) We are continuously engaged in positive social contribution activities, capitalizing on the chemical and technical knowledge and skills that form the core of JSR business.
- 3) Every employee is a point of contact between the Company and society, and we actively support our employees in their voluntary participation in social contribution activities.
Basic Approach to Social Contribution, established in January 2009
Human Resource
Policy on Human Resource Strategy
The JSR Group has formulated the following policy on human resource strategy that it uses to advance various personnel measures.
By maintaining a global perspective and strengthening dynamic and diverse human resources and organizational capabilities according to the characteristics of each country, region, and business, we will maximize value (provision) to customers and markets in order to improve the efficiency of corporate activities, strengthen business competitiveness, and create innovation./p>
Human Resource Development Philosophy
JSR stipulates the basic concept of human resource development in its employee education guidelines.
1. Purpose of human resource development
Establish a mechanism and corporate culture in which the company and individuals grow together, and develop human resources who will realize the corporate mission “Materials Innovation.”
2. Corporate culture
- Ensure that all employee maximize their abilities by respecting diversity, equity and inclusion and empowering the autonomous career development.
- Continue to improve employee engagement by trusting and growing together between employees and the company, and create innovation.
3. Desirable human resources
- Human resources who can take on the challenge of creating new value by utilizing all their experience without being bound by conventional methods
- Human resources who can think about everything from a global perspective
- Human resources who can actively cooperate and collaborate internally and externally, and grow together while emphasizing two-way dialogue
- Human resources who can accept each other's existence and way of thinking beyond differences in gender, culture, generation, age, etc.
- Human resources who have their own career vision, take proactive action to realize it, and aim for self-actualization while contributing to the company and society
4. Human Resource Development Policy
Employee growth is the foundation of the company. In order to develop human resources that are consistent with the company's corporate mission and medium- to long-term management goals, increase the value of each employee by promoting career autonomy*, and maximize it, the following items form our human resource development policy.
- (1) Support each employee to autonomously plan and realize their career vision through "work," which provides opportunities for superiors, subordinates, and those around them to grow together.
- (2) Provide systematic and continuous education and learning opportunities that complement growth through work in accordance with each employee's career vision.
* Career autonomy equals proactive career vision plus the sustained action to realize it.
To develop a personal work-life career vision for the betterment of one's life, and to grow and increase one's value through sustained action to realize it and all the experiences gained from it.
Work-Life Management Philosophy
At JSR, we think that fostering diversity, equity, and inclusion (DE&I) and the two pillars built on that are essential in improving the competitiveness of the organization and employees to achieve sustainable growth and a resilient organization. Those two pillars are 1) establishing a work environment, various systems, and IT infrastructure to make flexible work styles possible, and 2) work-style innovation (WSI) that maximizes results by accepting many flexible work styles at each workplace, mutually supporting them, and transforming them into organizational strengths.
To explain in more detail, employees use the various systems and infrastructure appropriately, as needed, proactively practice work-life management, and implement a workstyle that allows them to work in health and with vigor. Each workplace is aiming to realize the vision for their own division by employing business management, people management, and using team building to create psychological safety as they make active use of the latest digital technologies and other means to dramatically improve productivity.
Such environments increase employee engagement and create workplaces that make it easy to work and provide job satisfaction. This generates innovation and competitiveness and will lead to sustained growth.
The Human Resources Development Department establishes work environments and formulates, designs, and implements policies on various systems. The Diversity Development Office takes the lead on formulating the policy on work style innovation and planning and implementing measures. Based on the medium-term human resources strategy, the two organizations work closely together to report the details of initiatives to management as needed and use the intranet to make employees aware of these initiatives.

Philosophy concerning Employees' Mental and Physical Health
JSR Group feels that a healthy mind and body are extremely important for employees and their families to live happy lives. We also feel that they are imperative in the creation of a productive and vibrant workplace. Because of this, we have adopted various measures to help our employees work in good health, both mentally and physically.
JSR and some locations make a Health Declaration, which describes the policy on active initiatives to create health. The Mie National Health Insurance Organization, which is part of the National Federation of Health Insurance Societies, has designated JSR and these locations as business establishments that promote health.
Philosophy concerning JSR Workers' Union's activities
We strive to maintain a relationship with JSR Workers’ Union that allows us to routinely engage in constructive dialogue through regular labor-management councils, meetings concerning the revision of labor agreements, and other opportunities. We are also working to build better workplace environments with attention to union concerns—namely, wage policy, labor environment policy, welfare policy, leisure time, public relations and volunteerism policy, and organizational policy.
Supply Chain
JSR Group CSR / Sustainable Procurement Policy
JSR Group’s Corporate Mission is “Materials Innovation - We create value through materials to enrich society, people and the environment.”
Based on this, we make CSR activities a core part of our everyday operations. Our commitment to CSR includes establishing “The JSR Group Principles of Corporate Ethics” and consolidating our responsibilities to our customers/business partners, to our employees, to society, and to shareholders under management policies we call “Responsibility to Our Stakeholders.”
At JSR Group, we believe that developing CSR supply chain management will lead to mutual prosperity for both the Group and our business partners. It was with this in mind that we established this JSR Group CSR/Sustainable Procurement Policy.
Below are listed 36 items in six areas that we ask our business partners to strictly observe. We call on our partners to accept them and put them into practice, keeping in mind the intent described above and fully understanding their content.
It should be understood that this policy may undergo review and revision as required in response to changes in society’s demands on us.
Ⅰ. Establishing and Maintaining a CSR Advancement Structure
Companies must of course comply with the laws and regulations of each country in which they do business. But they also have a responsibility to abide by social norms and meet society’s expectations. For the following Areas II to VI (fair corporate activity, human rights and labor, environmental conservation, health and safety, and information security), companies that do business with JSR Group must establish CSR mechanisms to ensure that their business activities do not negatively affect society and the environment and, if negative effects do occur, to deal with them immediately.
The following actions are required:
- 1.Incorporate CSR mechanisms into the company’s policies and code of conduct, make them known among employees, and establish a department with the responsibility of executing them.
- 2.Have raw material suppliers and other business partners also understand and execute the CSR mechanisms.
- 3.Voluntarily announce the status of their initiatives through environmental reports, CSR reports, websites, and other media to the public.
Ⅱ. Fair Corporate Activity
In the processes of producing products and services, companies must engage in business activities that are based on fair, transparent, and free competition. The following actions are required:
- 1.Prohibition of corruption and bribery
- 2.Prohibition of giving or receiving inappropriate favors or payoffs
- 3.Prohibition of abuse of superior position
- 4.Prohibition of anti-competitive conduct
- 5.Provision of accurate product and service information
- 6.Respect for others’ intellectual property rights
- 7.Proper import/export management
- 8.Proper tax payment according to the laws and regulations of each country
- 9.Prevention and early detection of improper behavior by maintaining an internal reporting system
Ⅲ. Human Rights and Labor
Companies must act in accordance with the laws of each country and international standards, respect basic human rights, and give attention to the following items to ensure that their business activities do not violate human rights, either directly or indirectly.
The following actions are required:
- 1.Prohibition of forced labor
- 2.Prohibition of child labor and protection of young workers
- 3.Prohibition of inhumane treatment
- 4.Prohibition of discrimination in terms of employment, promotion opportunities, treatment, etc.
- 5.Payment of fair wages exceeding the minimum wage amount
- 6.Reduction of excessive working hours by proper management of working hours and non-work days
- 7.Respect for employees’ freedom of association and right to collective bargaining
Ⅳ. Environmental Conservation
Companies have a responsibility to comply with the laws and standards of each country concerning environmental conservation, to specify and manage factors that impact on the environment by building a management system, and to work toward preserving the environment in their processes of producing products and services.
The following actions are required:
- 1.Establishment and operation of an environmental management system
- 2.Management of chemical substances and prevention of pollution
- 3.Reduction of environmental burden
- 4.Reduction of energy consumption and greenhouse gas (GHG) emissions
- 5.Resource conservation, resource recycling, and proper waste disposal
- 6.Conservation of water resources and reduction of water consumption
- 7.Preservation of biodiversity and reduction of negative impact
- 8.Disclosure of the status of environmental conservation initiatives
Ⅴ. Health and Safety
Companies must comply with the laws and standards of each country concerning occupational health and safety and establish management systems and mechanisms to prevent workplace accidents, promote the health and safety of employees, and create comfortable workplace environments.
The following actions are required:
- 1.Safety measures for machinery and equipment
- 2.Maintenance of workplace safety
- 3.Maintenance of workplace health
- 4.Employee health management
- 5.Pre-emergency preparedness measures
Ⅵ. Information Security
Companies must properly manage and protect the information they obtain through business activities, take protective measures against threats to their computer networks, and manage the confidential information of customers and third parties in a manner that prevents leaks.
The following actions are required:
- 1.Compliance with the laws and regulations of each country concerning information security
- 2.Protection against threats to computer networks
- 3.Prevention of personal information leaks
- 4.Prevention of leaks of confidential information pertaining to customers and third parties
Enacted on December 10, 2018
JSR Corporation
Governance
The Company changed its governance structure after becoming a private company in June 2024. In this section, we explain the governance system from June 2024 onward.
Basic Views on Corporate Governance
It is the JSR Group's goal to make steady progress in realizing its corporate mission (Materials Innovation: We create value through materials to enrich society, people and the environment). This shall be done through efficient and transparent business management, by sustaining sound and healthy business practices. The Group will also continuously strive to create new corporate value with the hope of becoming an attractive corporation that can earn the trust of and satisfy the interests of all our stakeholders.
The Company therefore has been and will continue focusing on the enhancement of corporate governance as an important management challenge.
Corporate governance structure
As a company with audit & supervisory board members (formerly known as statutory auditors), JSR principally monitors and oversees the execution of duties by directors and the management through its Board of Directors and audit & supervisory board members.
Composition of Board of Directors
The Board of Directors, which consists of five directors, meets once a month in principle to determine the direction of management strategies, make important decisions, and supervise the execution of duties by directors and executive officers.
Audit & Supervisory Board Members
Three Audit & Supervisory Board Members are appointed, and the Audit & Supervisory Board Members Liaison Meeting meets once a month in principle to report, discuss, and resolve important matters.
Audit & Supervisory Board Members attend important meetings such as the Board of Directors and the Executive Committee in accordance with the Audit Standards for Audit & Supervisory Board Members, strive to understand the process of important decision-making and the status of business execution, and receive reports from the Accounting Auditor, Directors, and employees to form audit opinions.
Policies on Remuneration for Directors and framework for determining the remuneration
Remuneration Advisory Committee
JSR established the Remuneration Advisory Committee in order to ensure the objectivity and transparency of its directors’ remuneration scheme. The committee deliberates the basic policy of remuneration, the remuneration structure, the mechanism of a performance-based remuneration, the setting of targets, and assessment of performance, and submits its findings to the Board of Directors.
Policies on Remuneration for Directors
JSR establishes basic policies on remuneration with the objectives of training and recruiting highly globally-minded and diverse management personnel to ensure the corporate group’s competitive advantage as a global company; setting short-term, medium-term, and long-term incentives for executives for the sharing of profits with shareholders; and ensuring the unfailing execution of management strategy and business strategy while maintaining transparency.
- (1) The remuneration system shall be one that can attract, retain, and reward diverse and highly talented human resources, regardless of nationality, to build and improve competitive advantage and further advance global management.
- (2) The system shall provide managers with a healthy entrepreneurial spirit oriented toward achieving operational objectives in management strategy for the Company’s sustained development in order to motivate them to achieve those objectives.
- (3) The remuneration system shall improve medium- and long-term corporate value based on the active sharing of profits by JSR directors with shareholders through stronger stock-holding during their time as directors.
Policies and procedures for nominating candidates for Directors and Audit & Supervisory Board members
Nomination Advisory Committee
- 1.JSR established the Nomination Advisory Committee to ensure the transparency of the policy and procedures of nominating candidates for directors, audit & supervisory board members and officers with directorship status (including senior officers). At the committee, any of the members is not eligible for voting in the agenda in which such member has special interest.
- 2.The committee deliberates the standard for the diversity in breadth of knowledge, experience, and capability necessary for the Board of Directors, criteria and procedures for the nomination, and candidates for future appointment as president, directors, officers with directorship status (including senior officers), and audit & supervisory board members, and submits its findings to the Board of Directors.
- 3.The committee systematically develops and selects candidates for the successor to CEO, President in an objective and transparent manner by providing the pool of candidates with necessary training and coaching to enhance skills and leadership and by actively participating in the selection process through interviews, etc.
Criteria for nominating candidates for Directors
- 1.When nominating candidates for director, JSR's basic policy is to ensure the Board of Directors has the required knowledge, experience and abilities, diversity, and size (number of members), and a balance of those elements to appropriately and flexibly make important management decisions and to oversee the execution of business. We appoint persons who are mentally and physically healthy, and who have an exceptional character and reputation, and advanced insights and ethical standards.
- 2.The Nomination Advisory Committee deliberates and reports its findings to the Board of Directors in a timely fashion when it judges that a reason has arisen which necessitates the dismissal of a director including the CEO.
Criteria for nominating candidates for audit & supervisory board member
- From the perspective of ensuring the transparency and soundness of business management through auditing the process of directors’ decision-making and execution of duties in accordance with laws and regulations, such as the Companies Act, the articles of incorporation, and internal rules, JSR nominates persons with vast experience and extensive and sophisticated expertise necessary for audit among those who are mentally and physically sound and have an exceptional personality and popularity, and high principles and ethical view.
Views on capability and diversity of the Board of Directors as a whole
- 1.JSR believes it is important to ensure the Board of Directors has the required skills and size (number of members) and a balance of those elements at any given time by the Board of Directors as a whole making maximum use of the extensive knowledge, experience, abilities and other skills possessed by directors. We see this as important so that the Board of Directors can appropriately and flexibly make important management decisions and oversee the execution of business to improve our corporate value in the medium- to long-term.
- 2.The Company believes that its Board of Directors has acquired necessary diversities so that the Board is functioning effectively at present. JSR will continue to ensure the sufficient diversity in knowledge, experience, and capability that are essential for the Board of Directors and maintain its optimum size but not exceeding 12 people in accordance with the deliberation to be made by the Nomination Advisory Committee and with its business strategies in the future.
Ways to avoid conflict of interest transactions arising from the act of Directors
- 1.In accordance with the Companies Act and JSR’s “Regulations of the Board of Directors”, JSR has obtained the Board of Directors’ prior approval for competitive and conflict-of-interest transactions and reported important facts regarding such transactions to the Board of Directors after completion.
- 2.In accordance with applicable laws and regulations, JSR has disclosed the outline of transactions with related parties in notes to consolidated financial statements of the Securities Report and notes to non-consolidated financial statements of the ordinary general meeting of shareholders.
- 3.JSR has been determining the terms and conditions for the transactions with major shareholders by negotiating prices considering market conditions in the same way as it deals with third parties.
Compliance
Code of Conduct and Corporate Ethics
JSR Group has established a Code of Conduct as the rules that all JSR Group companies, their directors and employees (full-time, contract, part-time, and temporary employees as well as employees on short-term contracts) should comply with, in order to execute the management policies “Our Responsibility to our Stakeholders” in engaging in business activities. JSR Group shall not require its directors or employees to act in violation of the Code of Conduct. Additionally, JSR Group shall not disadvantage any director or employee who refuses to execute an order to perform an act that is in violation of the Code of Conduct for the reason of said refusal.
Please click on the following link for the English version of "The Group Principles of Corporate Ethics"
Code of Conduct for anti-bribery and anti-corruption
The JSR Group established “Standards on Providing and Accepting Gifts and Entertainment” and “Regulations for Compliance with Anticorruption Laws” based on the principles of anti-bribery and anti-corruption established in "The JSR Group Principles of Corporate Ethics".
Code of Conduct for Gifts and Entertainment
1) Whether inside or outside the country, we shall not give gifts to and/or entertain politicians, government officials or other relevant parties in a manner that may generate profits through illegal means or violate bribery regulations.
2) When making contributions to political figures/parties or other organizations, we shall do so in a proper manner and observe all applicable laws and regulations, such as the Political Funds Control Law.
3) We shall not give or receive gifts and provide or receive entertainment to or from customers, suppliers and other stakeholders, which may be regarded as bribery or unfair acts. We shall not be involved in the exchange of gifts or entertainment that may go beyond the accepted social norms.
4) Within the JSR Group, we shall not give and/or receive gifts and/or provide entertainment.
The JSR Group Principles of Corporate Ethics, revised in January 2021.
Policy for Bribery Prevention
1. Prevention of bribery
JSR will not seek to gain profit or benefit, directly or indirectly, from any person who is subject to the regulations of anti-corruption laws, including commercial bribery regulations, by wrongfully influencing said person’s professional conduct, nor provide benefit or promise to provide benefit* to said person, either in Japan or abroad.
2. Anti-bribery system
JSR will ensure that all officers, employees, etc., comply with this policy.
If an act by an officer, employee, etc., that violates, or may violate, this policy is discovered, JSR will have the discovering person report the act using the internal reporting system or another channel and will not engage in retribution against said reporting person.
3. Audits and system reviews
JSR will conduct periodic internal audits and also evaluate and review its anti-bribery system to maintain a continuous and effective bribery and corruption prevention system.
4. Education
JSR will conduct appropriate education to officers, employees, etc., to ensure their compliance with this policy.
5. Recording and retaining transaction details
JSR will accurately and appropriately prepare accounting records concerning all transactions and disposals of assets and retain those records.
6. Punishment
If an officer, employee, etc., violates this policy, JSR will strictly punish the violating officer, employee, etc., based on the employment regulations and other regulations.
* Provide benefit or promise to provide benefit refers to the provision or promise to provide money or goods as well as any other tangible or intangible benefit (such as invitation to an eating or drinking establishment, provision of entertainment, coverage of travel expenses, donation, and participation in an outside organization) and includes the provision of said benefit done directly or indirectly through a third party, such as an agent.
Established: August 2020
Policies Protection of Whistleblowers
The JSR Group specifies its policies on protection of whistleblower in its "JSR Group’s Principles of Corporate Ethics" as below;
Code of Conduct for Providing a Comfortable Work Environment
7) In the event that a staff member reports the violation or possible violation of the law and/or the Principles of Corporate Ethics to his/her superiors and/or internal/external hotline, we shall fully protect the said staff member’s identity and protect him or her from unfavorable treatment.
The JSR Group Principles of Corporate Ethics, revised in January, 2021.
Policies against Antisocial Forces
The JSR Group expresses its principles against antisocial forces in "The JSR Group Principles of Corporate Ethics".
Code of Conduct against Antisocial Forces
Our basic policy, upheld by our top executive and company as a whole, is to reject any relation with antisocial forces including any business transactions, and firmly reject any demand with collaboration from police and external organizations specialized in security issues.
The JSR Group Principles of Corporate Ethics, revised in January, 2021.
Information Security Policy
JSR Group endeavors to manage information in an appropriate and secure manner by establishing Information Security Policy and by thoroughly disseminating the policy to its employees.
Information Security Policy
- 1) The JSR Group, by complying with laws and regulations and by observing other social norms relating to the handling of information, will protect information that belong to the JSR Group, its customers, business partners and other third parties.
- 2) The JSR Group will strive to develop and actively use its information assets for the efficient execution of its business. The Group's officers and employees will only use these information assets for the purposes of their work and within the scope of their authority.
- 3) The JSR Group will improve organizations and systems, provide education on information security, thoroughly disseminate this policy and related regulations, and implement measures to ensure information security.
- 4) The JSR Group will implement appropriate human, organizational, and technological measures and work to prevent unauthorized access to information assets from outside the company, as well as leaks, falsification, loss, theft and destruction of information assets.
- 5) If an information security-related problem occurs, the JSR Group will promptly identify the cause and take measures to minimize damage and prevent recurrences.
- 6) The JSR Group will periodically assess and review its information security measures to respond appropriately to changes in external environments.
Established in January 2006
- Occupational Safety, Security and Accident Prevention
- Logistics
- Product Safety
- Quality Management
- Human Rights
- JSR Health Promotion (Initiatives in Health and Productivity Management)
- Human Resource Management
- Work-Life Management
- Diversity, Equity, and Inclusion
- Supply Chain Management
- Social Contributions