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

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."

Compliance promotion systems

At Murata, we have established a "Compliance Promotion Committee" underneath the CSR Management Committee chaired by the President, which makes revisions to and raises awareness of the "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."

The status of compliance promotion activities and overview and number of reported reporting system cases are reported to the Board of Directors twice a year and are also audited annually by the internal audit department to ensure an appropriate level of response. Group companies are also being audited by Responsible Business Alliance (RBA)-approved auditors.

Compliance promotion system (As of June 1, 2023)

Link: Overview of Murata’s Corporate Governance System

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

Compliance promotion activities

“Corporate Ethics Policy and Code of Conduct”

Murata established the "Corporate Ethics Policy and Code of Conduct" in July 2002. This was revised in April 2007 to reflect a CSR perspective, and Group officers and employees united in promising to take appropriate actions with respect to stakeholders and society.

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. The "Corporate Ethics Policy and Code of Conduct" is also revised according to the 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.

Link: Corporate Ethics Policy and Code of Conduct (PDF:287KB) Open in New Window

Training and education about “Corporate Ethics Policy and Code of Conduct”

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. In fiscal 2022, the President issued 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 has been designated compliance promotion month to conduct compliance attitude surveys both domestically and overseas, and distribute portable cards with compliance reporting and consulting service information. We are also conducting the following activities based on our "Corporate Ethics Policy and Code of Conduct" to further spread compliance awareness.
(1) Group discussions by the case method (participants: approx. 18,400)
(2) Compliance verification tests (participants: approx. 36,000 (implementation rate: 93.2%))

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. At the management level, we invite experts from outside the company as lecturers to conduct training on compliance.

Each month, we also distribute the "Compliance Magazine" to employees as part of our efforts to increase employee awareness of insider trading, cartels, bribery, and other acts of corruption in addition to information leaks, and other violations of corporate ethics and the law.
We also held group discussions with approximately 500 Murata Manufacturing managers in FY 2021 and approximately 350 domestic affiliated company managers in FY 2022 to discuss compliance risks that may occur in the workplace and how to respond to these risks.

In order to promote compliance, each fiscal year, we issue the "Annual Compliance Training Guide", our annual compliance training plan, and we conduct training based on this training plan on anti-corruption topics including the prevention of bribery, antitrust violation, Subcontract Act violation, and insider trading.

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 (FY 2022 e-learning participants: approx. 9,400 (bribery prevention) and approx. 4,900 (antitrust violation prevention)). 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

Initiatives and policies

Murata's "CSR Charter" and "Corporate Ethics Policy and Code of Conduct" define how to prevent bribery, antitrust violations, Subcontract Act violations, insider trading, conflicts of interest, and 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. If any misconduct or violation of laws, regulations, ethics or any actions that may lead to such misconduct or violations are discovered through training or awareness-raising activities, they must be reported to the relevant department or reporting/consultation desk 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 misconduct or violation of laws, regulations, or ethics or any actions that may lead to such misconduct or violations are discovered through business with Murata group companies, they are encouraged to be promptly reported to the corresponding consultation desk.

Link: View details on the CSR Charter

Link: Corporate Ethics Policy and Code of Conduct (PDF:287KB) 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 services for suppliers

Corruption risk initiatives

Murata comprehensively assesses the corruption risks with all of our business activities and works to prevent them. Anti-corruption, including anti-bribery and anti-trust violations, is supervised by the Compliance Promotion Committee and reported to the Board of Directors, etc., on a regular basis.

Link: Learn more about the strengthening of risk management

Link: Learn more about our compliance promotion system

(1) Prevention of bribery, antitrust violations, 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.

Rules on actions such as exchanging gifts or entertaining customers are defined based on the policies established in this basic policy, 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. In order to prevent cartels, global rules have been set stating 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. 

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

Murata has established “Insider Trading Prevention Regulations” to prevent the communication of material facts (insider information), prohibit recommending share trading, and prohibit anyone aware of material facts from buying or selling shares. We also prohibit* employees who routinely handle material facts in their work and individuals with certain job positions (subject to trading restrictions), from buying and selling shares in principle. We continue to engage in efforts to prevent insider trading, such as conducting e-learning, providing information, and providing reminders to the persons who are subject to trading restrictions.

  • * The persons who are subject to trading restrictions, may purchase or sell Murata’s shares only within the period of time following the disclosure of material facts, only in the case they have received prior approval from the Information Management Manager.
(3) preventing conflicts of interest

Murata's "CSR Charter" and "Corporate Ethics Policy and Code of Conduct" states that conflicts of interest (actions that conflict or could conflict between our personal and corporate interests) 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: View details on the CSR Charter

Link: Corporate Ethics Policy and Code of Conduct (PDF:287KB) Open in New Window

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. In the event that acts that violate or may violate ethics, laws or regulations, human rights, etc. are discovered, the individual submitting the report may use their real name or remain anonymous. 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 Desk" specifically for reporting and consultation regarding harassment and a "Audit Committee Desk" for direct reporting and consultations to the Audit 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 Services for 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 Committee in a format that does not identify the informants.

Image of Whistle-blowing system

Link: View details on the consultation services for suppliers

Link: View details on the Harassment Consultation Desk

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 is 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 2022, approximately 108 reports and consultation requests were received through the domestic compliance hotline. A majority of the reports and consultation requests were related to issues such as harassment, human rights, and labor management. 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 2022, 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 2022
Number of reports and consultations in FY 2022