ComplianceSustainability

Fundamental Approach and Issue Awareness

Compliance Promotion System

We have established the Compliance Committee to review and decide on various compliance-related measures and thereby promote complianceoriented management. This committee is composed of internal members, including the Global CEO and Chair, and the President, Director, CEO and COO, along with external counsel and other outside experts as ad-hoc members. The content of compliance measures, investigations into misconduct, corrective actions, measures to prevent recurrence, and other matters deliberated and reported on by the committee are to be discussed with or reported to the Board of Directors as necessary. The Legal Group, which serves as the committee’s secretariat, works closely with compliance managers and program officers at each workplace and office, as well as with heads of compliance from group companies, to promote group-wide compliance among all levels of the JERA Group.

Compliance Program Structure(as of July 1, 2024)

Compliance Promoting Education and Training

Our Compliance Committee incorporates the opinions of outside experts and employee survey results, deliberating on and determining compliance-related measures and monitoring their progress each fiscal year.
In FY2023, we promoted compliance through the formulation of the JERA Compliance Guidance, which explains our Compliance Policy and Code of Conduct; the holding of Compliance Promotion Month, an event to promote compliance; and the use of the intranet and internal social media services.
In FY2024, we will continue to focus on boosting employee compliance by establishing compliance measures that are easy to follow and placing further emphasis on strengthening information sharing and training while also ensuring that an awareness of compliance takes root in our organization.

Corruption Prevention

In order to comprehensively prevent corruption as stipulated by the JERA Group Compliance Policy and the JERA Group Compliance Code of Conduct, we have stipulated internal rules to establish approval procedures for entertainment, gifts, and donations to domestic and foreign public officials or agents of those officials; delineate prohibited activities, and describe reporting procedures for the exchange of money or goods with business partners. Furthermore, JERA raises awareness of these policies through a training system, the Legal Group monitors and supervises related processes and operations, and the Compliance Committee receives reports on these and other efforts.
In addition, our due diligence efforts to prevent corruption in transactions will be focused on transactions and M&A in countries and regions with high corruption indices, ensuring that we will not assume any unforeseen corruption risks.

Fair and Just Trade with Suppliers
(CSR & ESG Conscious Responsible Procurement)

We uphold the principles of free trade and market competition and conduct our transactions and business activities in compliance with laws and regulations as well as with the principles of fairness and impartiality. As a power producer, we are firmly committed to promoting appropriate electric power competition, most notably by operating in compliance with the Guidelines for Proper Electric Power Trade and by ensuring non-discrimination between domestic and foreign entities. As a purchaser supporting the energy value chain, we engage with business partners and subcontractors in accordance with the Declaration of Partnership Building, fostering partnerships and co-prosperity. In addition, in an attempt to prevent cartel and bid-rigging with competitors, we newly established Internal Rules on Contact with Competitors in FY2023.
We have also established the Procurement Policy and are committed to responsible materials procurement activities in consideration of corporate social responsibility (CSR) and environmental, social, and governance (ESG), including quality assurance, appropriate procurement cost management, compliance with laws and corporate ethics, safety assurance, and business continuity planning (BCP). In addition, we hold procurement policy briefing sessions to promote mutual study and close communication with business partners, taking opinions and requests into account while seeking cooperation with the JERA Group Compliance Policy and Code of Conduct, thereby endeavoring to build even stronger relationships of trust with our business partners.

Whistleblower System and Harassment Consultation Hotline

We have established a whistleblower hotline to prevent compliance violations and quickly detect and resolve any violations that do arise. The hotline can be accessed either anonymously or using your real name, via e-mail or postal mail, and allows communication with both internal and external contacts. A wide range of topics, including domestic and foreign law violations, as well as violations of employment regulations and internal rules, can be discussed via the hotline. As of FY2021, we have a new harassment consultation service specifically established for discussing or reporting harassment and other work-related issues. In FY2023, a total of 19 cases were reported through the whistleblower hotline and 25 cases through the harassment consultation hotline.

Whistleblowing Case Overview (FY2023)

In response to the enactment of the amended Whistleblower Protection Act in 2022, JERA has established internal reporting channels via its whistleblower and harassment consultation hotlines, which include designating and providing training for a whistleblower response team. JERA promotes the use of these internal reporting channels by continuing to share information about the whistleblower system regularly and seeking to build trust through efforts such as assessment of intention, protection of confidentiality, and prohibition of discriminatory treatment or retaliation against whistleblowers.

A Word From the Head of the Legal Group

Sawako Ohgi
Head of the Legal Group

At JERA, we place compliance alongside safety as a top priority. By maintaining compliance, we protect our colleagues and families.
Top management has repeatedly communicated and engaged in dialogue with employees, stressing that compliance is not a difficult matter but rather about considering the perspectives and feelings of others—whether they are customers, business partners, investors, or colleagues.
Compliance is not simply about following laws and internal rules; it's about putting yourself in others' shoes, refraining from actions you wouldn't want done to you, and always taking a moment to think about how your words and actions might affect others and contribute to the well-being of your colleagues and family.

Naturally, compliance involves all of our group companies, every workplace, and everyone from management to employees; the compliance unit cannot handle this task alone. The Legal Group also seeks to build a compliance-oriented corporate culture through actions such as sharing information and providing training to support voluntary engagement in compliance.
In recent years, the domestic electric power and energy industry has seen a spate of compliance-related issues. We take this trend very seriously. Concerning our core domestic business in electricity and gas, we have taken the initiative to establish the JERA Transaction Monitoring Committee (details are as follows) to continuously incorporate insights from external experts. Because laws, regulations, and customs differ from region to region, we consult with local experts to develop appropriate compliance systems when developing our global businesses.
We remain conscious of our great social responsibility as a public utility company and will continue to set compliance as a top priority in our business operations.

Discussions with domestic power plants

Discussions with major overseas subsidiaries and others

JERA Transaction Monitoring Committee

Establishment of the JERA Transaction Monitoring Committee

Scope of Activities

• To check the legality and appropriateness of wholesale electricity and gas market transactions
• To check the internal vs. external non-discrimination and appropriateness of Power Purchase Agreements and Gas Sale Agreements
• To check the legality and appropriateness of other transactions (including transactions with shareholders) under competition and business laws

Structure(as of July 1, 2024)

With the establishment and operation of this committee, we will lead the way in creating a market for fair and equitable electricity and gas transactions in Japan. At the same time, by further promoting fair and equitable transactions, we will ensure that business profits are passed on through market competition to the end consumer—our valued customers.

Tax Compliance

In February 2022, JERA established and announced to the public JERA Group Tax Policy, which outlines the company’s fundamental position and aims to strengthen tax governance with management involvement.

In order to fulfill our ethical tax obligations and social responsibilities, we are committed to further reducing tax risk by strengthening our tax governance.