As it advances its global operations, Marubeni acts in accordance with the belief that compliance goes beyond merely following the letter of the law. In its truest sense, compliance means corporations—as good members of society—practicing high levels of ethics, living up to the expectations of stakeholders, and fulfilling their social responsibilities. To achieve this type of compliance, Marubeni is reinforcing and regularly improving its compliance systems under the guidance of the Compliance Committee, which is overseen by the President and CEO.

The Compliance Committee oversees the Marubeni Group Compliance Manual and regularly reviews its effectiveness and validity in light of changes in laws, regulations, and society.

We report to the Board of Directors on the summary of the proceedings of the Compliance Committee, including anti-corruption matters, and the implementation status of compliance measures such as training.

Each company within the Marubeni Group has been developing its own compliance system customized to its own business activities. Overseas offices and subsidiaries have also been creating compliance systems customized to suit the laws and business practices of their respective countries. Overseas offices and subsidiaries formulate their compliance action plans and review their plans. Marubeni conducts regular audit and monitoring on Marubeni Group's compliance system including such as anti-corruption system and trade and sanctions compliance system to prevent or find deficiency of the system.

Stringent Application of the Compliance Manual

Part of the Marubeni Group’s Company Creed is “Fairness.” This symbolizes our pledge to always conduct ourselves in a fair and upright manner. We have defined Marubeni’s stance on compliance as: “When you are faced with a choice between integrity and profit, choose integrity without hesitation.” Based on this stance, Marubeni has compiled the Marubeni Group Compliance Manual, which specifies the standards of behavior that Group employees are expected to follow in all their daily work activities.
Every year, the Company’s executives and employees, as well as the presidents of all domestic Marubeni Group companies, make a written statement to adhere to the code expressed in this manual. As of October 2023, the Compliance Manual, now in its 20th edition, is available in English as well as Japanese, and can be viewed on the Company’s website.

Compliance Manual
(Last Update: October, 2023)[2.6MB]

Marubeni Group Anti-Corruption Policy

The Marubeni Group places utmost priority on compliance and deems trade which requires corrupt practice to win orders is not only unnecessary for but also contrary to the interest of the Group. As a member of global corporations, the Marubeni Group is seriously committed to prevention of bribe-giving and has compiled the Marubeni Group Compliance Manual, which prohibits bribery and specifies other compliance-related standards of behavior that Group employees are expected to follow in all their daily work activities. With the aim of helping officers and employees of the Marubeni Group all over the world to soundly deliver on their anti-bribery commitment, we have also established the “Anti-Corruption Handbook” which should be commonly observed by all officers and employees. In addition, in order to thoroughly manage the bribery risk, we distribute the following policy to our business partners and ask for their cooperation in our anti-corruption due diligence. We perform due diligence on the company’s business partners (including potential agents/consultants and sub-contractors) participating in Government-Related Business on an International Business Transaction and conduct due diligence based on risk assessment. The main due diligence items are checking red flags of our business partners, executing contracts with business partners that incorporate provisions to prevent bribery and acceptance of bribes, collecting questionnaires from our business partners, and, in some cases, having a reliable investigation company and law firm conduct detailed background investigations of and interviews with a business partner.
Marubeni's Audit Department conducts regular audit and theme audit (audit to detect incidents or violations with respect to specific risk areas such as anti-corruption) to each Marubeni Group companies in order to confirm that Marubeni Group's prevention measures related to anti-corruption are implemented appropriately.
In the fiscal year that ended on March 31, 2024, there were no cases of disciplinary action or any legal sanctions (including payment of any fines or financial penalties) due to anti-corruption violations.

Prohibition of Bribery

1. We shall not provide, propose, or promise money, any other currency, or other interests to any Public Officials in Japan or overseas. In addition, we shall not aid or conspire with other business entities in anything related to such acts.
2. We shall not provide gifts or entertainment that violate the National Public Service Ethics Act, National Public Service Ethics Code, or other regulations to Public Officials in Japan.
3. We shall not instruct, entice (induce), assist (aid), or knowingly tolerate a Business Partner we employ or contract with to provide money or other Illicit Benefits to either domestic or foreign governmental organizations or other customers for improper activities. If we become aware of such activities, we shall not pay commissions or compensation to such a Business Partner. Furthermore, when the company enters into an agreement with a Business Partner, we shall conduct due diligence in advance and prescribe anti-corruption provisions in the agreement with the Business Partner in accordance with our internal regulations.
4. We shall not provide, propose, or promise Illicit Benefits to any executives or employees of other business entities (domestic or overseas) with the intent to induce another to perform their duty improperly. We also shall not accept Illicit Benefits from other business entities with the same intent.
5. Facilitation payments (the payment of a small amount to facilitate the smooth and prompt provision of routine or daily administrative services by a Public Official) may not be made unless you are being subjected to intimidation, you must do so to ensure the safety of your life and body, or there are laws or relevant documents issued by the relevant government which permit the facilitation payments.
6. We shall not violate the Criminal Code of Japan, the Unfair Competition Prevention Act of Japan, the Foreign Corrupt Practices Act of the United States, the Bribery Act of the United Kingdom, and other applicable anti-corruption and anti-bribery laws.

Management Regulations Related to Competition Law

Marubeni has established Management Regulations Related to Competition Law in order to prevent acts that violate competition law (including the Japanese Antimonopoly Act), such as acts that constitute or give the appearance of cartels or bid-rigging. These regulations include items such as those listed below.

• Prohibition of exchanging sensitive information with competitors, such as pricing, transaction terms, strategies, and sales volume related to specific products or services, except in certain cases such as when acting as transaction partners with competitors
• Prohibition of involvement in competition law violations by customers or other transaction partners
• Obligations to record contact with competitors
• Reporting obligations on member organizations
• Reporting obligations and response if a violation is suspected
• Measures to be taken in the event of a violation

Efforts towards Customs, Trade and Sanctions Compliance

Marubeni has developed and implemented a robust customs, trade and sanctions compliance system and has established a Global Trade and Sanction Compliance Committee and a Customs Compliance Management Committee.
In this era of diversity of transactions and the increasing complexity of national interests, an effective system of customs, trade and sanctions compliance has become more and more important.
In order to ensure this, Marubeni is fully committed to maintaining well-trained staffs and implementing effective controls consistent with the requirements of export control laws and other regulations.

Adequacy and Transparency of Tax Payments

Policy

In addition to maintaining a system for proper filing of tax returns, as an enterprise that does business globally, Marubeni will maintain and strengthen its internal organization to enable it to respond appropriately as countries update their legal systems to reflect the content of the Base Erosion and Profit Shifting (BEPS) Action Plan.

Status of Initiatives

“Proper filing of tax returns” is included in the matters to be observed in the Marubeni Group Compliance Manual. In practice, we also use external experts when conducting business transactions and filing of tax returns, which helps to ensure proper filing. Additionally, since the announcement of the BEPS Action Plan, various countries are enacting related legislation. We are responding in ways such as systematizing country-by-country reporting and cooperating with local subsidiaries and operating companies in submission of country-by-country reports and master files, and in contemporaneous

Compliance Access Points

If any director or employee of a Marubeni Group Company becomes aware of any conduct that is (or that is suspected of being) contrary to the compliance system, that conduct should be reported it in accordance with the established guidelines of the appropriate organization. If the usual lines of reporting are not functioning properly for any reason, the following access points are also available.
We strive for early detection of compliance violations by informing employees about Access Point during training and encouraging its use.

(1) Marubeni Hotline _{(formerly, “Door of Courage”)}

The "Marubeni Hotline" _{(formerly, “Door of Courage”)} is the Compliance Access Point for general compliance matters. It is available to the directors and employees of our Group Companies. To make a report or seek a consultation using the "Marubeni Hotline", you may contact any of the below.

• Compliance Committee
• Outside legal counsel

(2) Marubeni Anti-Corruption Hotline

The "Marubeni Anti-Corruption Hotline" is the Compliance Access Point for concerns relating to bribery and other serious crimes. It is available to the directors and employees of Marubeni Group Companies and our business partners (by email and phone in multiple local languages).

Please click here for public inquiries.

Rules on Reporting to and Consulting with a Compliance Access Point

1. In principle, a person filing a report or requesting a consultation should provide his/her name, which shall remain confidential; provided, however, that a report or consultation through the Marubeni Anti-Corruption Hotline can be made anonymously. The outside legal counsel would not disclose the name of the reporter to the Compliance Committee if the reporter would not wish to be disclosed his/her name.
2. The company guarantees that the reporting person shall not in any way be prejudiced or reprimanded because of his/her decision to honestly report or consult in accordance with the established lines of his/her organization or by use of a Compliance Access Point. For the employees of the Marubeni Group Companies, the Group and Branch Office Compliance Officers shall adequately instruct and supervise the Marubeni Group Companies to guarantee the same protection.
3. Anyone who believes that the company has not acted in accordance with rule 2) above may consult with the Compliance Committee.
4. In principle, the Compliance Access Point shall provide the reporter with details of its findings in relation to any matter reported to it and any matter upon which they have been consulted, if such report or consultation is made by a person in one of our Group Companies. However, in some cases this may not be possible.
5. In principle, the Compliance Committee shall inform the person who is suspected of compliance violations that it has received a report or consultation regarding his/her conduct, if required under the laws and regulations of the country which are applicable to such suspected person.

Procedure to Follow When Problems Arise

When compliance problems arise, the following procedure shall be followed.

1. When a Group or Branch Office Compliance Officer identifies a compliance problem, he/she shall report it immediately to the Compliance Committee.
2. Upon receipt of the report, the Compliance Committee shall instruct the relevant department(s) to investigate the problem and determine an appropriate remedy.
3. If the Chairman of the Compliance Committee considers the problem to be serious, he/she shall report the problem promptly to the President and Audit & Supervisory Board Members.
4. When the problem affects the whole company, the Compliance Committee shall investigate the problem by forming an Investigation Sub-committee and shall propose appropriate remedies including measures to prevent recurrence.

Number of Internal Whistleblowing Reports

In the year ended March 31, 2024, there were 41 matters reported at Marubeni.
None of these were compliance violations that would have a serious impact on the operations of Marubeni or its consolidated subsidiaries.

Compliance Education and Training

The Marubeni Group conducts compliance education and training programs throughout its organization. Specifically, Marubeni conducts training for employees based on the Compliance Manual, which prohibits bribery and specifies other compliance-related standards of behavior that Group employees are expected to follow in all their daily work activities, every year. We conduct e-Learning programs and group training sessions to teach employees about general compliance topics, anti-bribery precautions, and cartel countermeasures. We also use actual incidents of compliance violations as teaching materials for preventing recurrence. In addition, the Chairman of the Compliance Committee and representatives from the Compliance Control Department make periodic visits to Group companies and overseas offices to provide training and raise awareness of compliance. As a company that conducts business globally, Marubeni shares information on current trends in laws and regulations with the relevant officers and employees in order to comply with the anti-corruption and bribery laws and competition laws of each country, particularly in cross-border transactions.