Governance
Compliance, Fair Competition

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Mission

Ensure excellence through compliance and integrity
We build trust with all stakeholders by ensuring that ethical decision-making guides responsible business practices across the company’s operations.

The Bridgestone Group’s commitment to ethics, compliance and integrity helps it continuously achieve its mission of Serving Society with Superior Quality and supports its goal of building a best-in-class ethics and compliance program. The Group’s Code of Conduct, which was published in 2018 and redesigned and revised at the end of 2022, provides us with practical guidance on how to act ethically and with integrity. As the Global CEO states in his message that accompanied the updated Code of Conduct, "whatever you do at Bridgestone, do it with integrity and let our Code guide you, always.”

This mission is important as anti-bribery and antitrust activities come under increasing scrutiny, along with other matters such as sexual harassment and data privacy. These issues are addressed in the Group’s Code of Conduct and Global Anti-Bribery Policy. In working toward becoming a sustainable solutions company, the policies and other global and regional ethics and compliance programs the Group develops must continue to adapt and evolve to the changing environment and regulatory landscapes.

The Group’s global ethics and compliance program consists of a blend of global and regionally based initiatives. It aims to balance global consistency with the flexibility needed to effectively address regional and even local risks that can vary significantly due to a wide range of operations the Group is involved in and the variety of geographic, legal and regulatory environments in which the Group operates. Whether at the local, regional or global level, initiatives are guided by the Group’s core values and principles and united under a common framework.

Key elements of our ethics and compliance program

The Group’s global and regional ethics and compliance programs are built on the following five pillars:

  1. Leadership ⏤ the Group engages leaders, managers and supervisors throughout the organization on ethics and compliance to ensure employees act with integrity in everything they do.
  2. Risk assessment ⏤ the Group takes a risk-based approach in designing the ethics and compliance program.
  3. Standards and controls ⏤ the Group has a number of standards and controls, including the Code of Conduct, Global Anti-Bribery Policy and other global and regional standards and controls.
  4. Learning and Engagement ⏤ the Group communicates with employees and helps employees learn in a variety of ways, including e-learning, in-person and other trainings that are risk-based and designed for targeted audiences.
  5. Monitoring and responding ⏤ the ethics and compliance program provides multiple channels for employees and others to report allegations of misconduct or wrongdoing.

Leadership

The success of any best-in-class ethics and compliance program, depends on the ongoing and proactive organization-wide engagement of leaders, managers and supervisors, all working to help build and sustain a culture of compliance. The following briefly highlights how the Group engages leaders at all levels throughout the organization.

Board oversight

Board oversight, supervision and engagement have been hallmarks of the Group’s ethics and compliance program for many years.

Overseen by the Board of Directors and in collaboration with senior management in each region, the Bridgestone’s Group Global General Counsel and Chief Compliance Officer (CCO) and the Global Law Leadership Team are principally responsible for the design, administration, evaluation and enhancement of the Group’s global and regional ethics and compliance programs. The CCO and Global Law Leadership team are supported by the Group’s Compliance and Fair Competition Working Group (WG) and regional teams of dedicated ethics and compliance professionals. Together, they work to identify annual and long-term regional and global ethics and compliance priorities and goals, confirm the progress of activities at the regional and global level and report the results to senior management. Since its establishment, the WG has carefully evaluated the key elements and practices of highly effective corporate ethics and compliance programs and instituted short and long-term strategies to foster a culture of ethics and compliance that is consistent with the Group’s corporate values and principles.

Leaders, managers and supervisors

The Group regularly engages executive leaders, managers and supervisors to keep them informed and educated about developments in the ethics and compliance program; ensure leaders, managers and supervisors regularly talk about the importance of ethics and compliance; involve leaders in various trainings and communications; and help to ensure that ethics and compliance are at the center of all strategic plans and decisions. Each region has a Regional Ethics and Compliance Advisory Panel, consisting of senior leaders from different parts of the business, to help advise on the direction of the ethics and compliance program and ensure its effectiveness.

Chief Compliance Officers

The Group’s Chief Compliance Officer periodically reports to the Board of Director’s Compliance Committee. Reports pertaining to global ethics and compliance activities are periodically made to the Board of Directors. The global compliance program, as well as the Code of Conduct (including its provisions related to the prohibition of all types of corruption, including bribery), is ultimately subject to the oversight of the Board of Directors.

Regional Chief Compliance Officers are responsible for providing similar reports to their respective regional senior leadership teams and their respective Boards of Directors.

Employees

While the ultimate responsibility for maintaining a best-in-class ethics and compliance program and culture starts with senior management, every employee must also own this responsibility. With that in mind, in addition to fostering regular and open communication with and among senior leadership on compliance improvement processes, the Group’s ethics and compliance program focuses on active engagement with employees at all levels (including managers and supervisors) within the organization to emphasize their responsibility to perform their roles with integrity and employ ethical business practices at all times. The Group’s ethics and compliance program uses this practical, risk-based approach to promote a true culture of ethics and compliance throughout the business.

Risk assessment

The Group takes a risk-based approach in designing the ethics and compliance program and promotes a true culture of compliance throughout its business. The Group regularly performs risk assessments to understand the evolving risks faced and takes appropriate actions to address and mitigate such risks. The following briefly highlights how the Group manages risks relating to bribery, corruption and antitrust.

Global anti-bribery program

As a global company, the Group operates in countries with a wide range of risk profiles, making anti-bribery a central focus of its global compliance program, along with regional compliance education efforts. In 2020, the Group launched the Global Anti-Bribery Policy to reinforce its expectations of all employees and third-parties acting on its behalf. This policy reinforces the Group’s longstanding policy against bribery and corruption and represents another significant milestone toward achieving the Group’s long-term goal of having a best-in-class global ethics and compliance program. This policy builds upon the Code of Conduct and conveys the Group's comprehensive policy against all forms of corruption, addressing topics such as bribery, facilitating payments, gifts and entertainment, dealings with third parties, books and records, and political contributions. The Global Anti-Bribery Policy was launched via live and online training in each region, together with various other communications from leaders. The policy applies to employees of the Group companies across the globe, including joint ventures that it controls, and third parties acting on the Group’s behalf. Where the Group participates in but does not control a joint-venture relationship, it encourages partners to adopt similar requirements and abide by the principles of this Policy in their own operations. In addition to reflecting updates to the Code of Conduct, the Group also plans to update its Anti-Bribery Policy in 2023 to realize the “Bridgestone E8 Commitment.

As further described below, the Group also recognizes the bribery risks that exist in working with third parties and conducts due diligence on third parties it engages. In 2020, the Group bolstered its compliance due diligence program with the introduction of a new, third-party screening tool (and related procedures) to identify bribery and trade-compliance risks presented by third parties with which the Group works.
The Global Anti-Bribery Policy and the tool together help to significantly strengthen the Group’s global anti-bribery program.

Third party relationships

The Group’s commitment to ethics and compliance extends to third parties with whom it does business. Accordingly, a variety of third parties that the Group engages and works with are subject to the expectations of the Code of Conduct and the Global Anti-Bribery Policy, including the Group’s comprehensive prohibition of bribery and corruption described above.

The Group suppliers are also subject to the requirements of the Global Sustainable Procurement Policy, which was established in 2018 and revised in 2021. The policy’s requirements include the strict prohibition of all forms of corruption, bribery, extortion and embezzlement, as well as a requirement to comply with applicable laws, including those related to competition. 100% of Tier 1* suppliers will have acknowledged the revised Global Sustainable Procurement Policy by the end of 2023. As of March 31, 2023, 87% of the Group’s Tier 1 tire material suppliers had done so.

The Group also seeks to mitigate third-party risks by conducting appropriate due diligence. This includes communicating the Group’s Global Anti-Bribery Policy and assessing risks posed by each third party. The risk-based approach – including the Group’s assessment of the relevant risks and procedures – is designed to ensure that high-risk third parties are subject to enhanced due diligence and ongoing monitoring. These third parties include government-owned or affiliated persons or entities, intermediaries (contractors and agents) and others operating in high-risk locations for bribery, money laundering or other forms of corruption. This ongoing due diligence helps inform the Group’s decisions about which third parties to engage and how the Group manages and oversees such relationships. If this due diligence or ongoing monitoring reveals any signs of irregularity, Bridgestone will take appropriate action, including but not limited to terminating business with the third party.

To further reinforce the third-party compliance program and mitigate anti-bribery risks, the Group will conduct a high-risk intermediaries review globally in 2023, with the aim of ensuring that proper control is in place when engaging with these intermediaries.

The Group did not pay any fines, penalties or settlements in connection with corruption-related activities in 2022.

* Suppliers that supply materials directly to the Group.

Antitrust program

In addition to the guidance and requirements in the Code of Conduct, all regions currently have their antitrust policies in place for their respective regions and regularly evaluate how to continuously improve and strengthen the antitrust program. This is a topic that the Group takes seriously and makes sure all its new and existing employees understand the requirements.

The Compliance functions in each region work closely with regional departments — including Sales, Marketing, Human Resources, Procurement, Finance and Internal Audit — to understand changes in the marketplace, workplace and overall society and to ensure that overall operations, including global and regional ethics and compliance programs, evolve in parallel. Because the global and regional ethics and compliance programs are intricately linked to all aspects of the Group’s business and operations, the global and regional ethics and compliance functions proactively seek conversations and opportunities to ensure that the global and regional ethics and compliance programs are supportive and reflective of the Mid Term Business Plan. This includes providing ongoing legal and compliance advice on antitrust laws and processes and identifying employees who are most likely to face antitrust risks and provide training (which may be live, e-learning or other types of training) for those employees.

The global and regional ethics and compliance programs also regularly assess and test processes and standards to ensure they are well designed and effective to ensure compliance with applicable antitrust laws.

Standards and controls

The Group aims to provide appropriate guidance for our employees on how to think and act in accordance with the ethics and compliance program by carefully assessing what policies, procedures, and controls can help them do the right thing. The Group regularly reviews existing policies, processes, procedures and controls to ensure that they are effective and working as intended. The following describes some of the key compliance program policies.

The Bridgestone Group’s Code of Conduct

In 2018, regional codes of conduct were replaced by the Group’s global Code of Conduct which is intended to provide our employees, suppliers and contractors worldwide with practical guidance for handling a wide range of ethical issues, including anti-corruption, competition/antitrust, conflicts of interest, and corporate charitable and political donations. Toward realizing the “Bridgestone E8 Commitment,” the Group updated its global Code of Conduct at the end of 2022, with reference to the Group’s Global Anti-Bribery Policy that was launched in 2020, and to reflect the Group’s Global Human Rights Policy that was revised in 2022.

The Code of Conduct covers a variety of topics, including:

  • Promoting respect, dignity and diversity (including prohibitions on harassment and discrimination)
  • Privacy, personal data and confidential information, and integrity of records, disclosures and financial reports
  • Product safety and quality
  • Bribery, corruption, conflicts of interest, and gifts and entertainment
  • Trade restrictions
  • Free and fair competition
INTEGRIDAD BRIDGESTONE

Promotion of the Bridgestone Code of
Conduct during the Bridgestone EMIA
Integrity Days 2023

As a multinational organization, the Group ensures the Code of Conduct is easy to understand. Therefore, it has been published in multiple languages across the regions in which the Group does business. It is available to employees and the general public through global and regional corporate websites. It is also accessible to employees through the Group’s regional intranet sites.

Other global and regional policies

The Code of Conduct is supplemented by global, regional and local policies, which are available to employees through a variety of ways, including the Group’s corporate intranet sites and some policies (such as the Global Anti-Bribery Policy) are publicly available on the Group’s website. These policies are consistent with the Code of Conduct and provide detailed and practical guidance on key topics, taking into consideration requirements of local legislation. Each region creates additional processes or procedures (for example, processes and approval requirements relating to gifts, meals, entertainment and travel involving third parties) to help ensure the correct application and interpretation of the Code of Conduct and other global policies.

In the spirit of continuous improvement, the Group regularly evaluates the existing policies to address new compliance risks and to identify opportunities where it would make sense to consolidate regional or local policies into global policies.

Learning and engagement

A sign language training on our Code of Conduct for employees in Brazil

Compliance is the responsibility of every Bridgestone Group’s employee. The Group is focusing on effective and risk-based education and employee engagement relating to ethics and compliance. These efforts start at the top, with business leaders regularly speaking about the importance of ethics and compliance and playing active roles in the Group’s compliance training and awareness programs.

Following the introduction of the Group’ Global Anti-Bribery Policy in 2020, the Group introduced an e-learning course in 2021 to help ensure that employees understand and comply with the policy. It also further engaged leaders in each region in embedding the policy in their operations. In 2023, the Group will provide an updated e-learning course to reflect its updated global Code of Conduct.

The Group has an extensive training program strategically deployed in each region to help ensure Group employees are educated on the compliance risks most relevant to their work. In 2022, 1,249 live and online sessions were held globally. Employees, including sales team members, receive training on topics such as anti-corruption and antitrust/competition. Training on anti-corruption addresses the company’s policy against all forms of corruption and covers topics such as bribery, facilitating payments, gifts and entertainment, money laundering, and political contributions.

In addition to live training sessions, the Group also uses e-learning training for targeted groups of employees. In 2022, the average regional completion rate for employees targeted for e-learning was 90 percent. Topics covered by e-learning in 2022 included, but not limited to, the Code of Conduct, anti-bribery, antitrust and data protection.

Tailored publicity related to the Group’s ethics and compliance program is organized on a regional or local level, with the support of common global tools. The Group is increasingly enhancing the communication efforts to incorporate digital messages and resources.

In addition to leadership messaging, regional and local efforts in 2022 included diverse events and programs. Specific examples are provided below.

  • For the third year in a row, the Group conducted a survey in Japan of more than 10,000 employees to measure overall knowledge and secure feedback on the ethics and compliance program, the Code of Conduct, the Global Anti-Bribery Policy and the different resources available for sharing concerns.
  • BSEMIA launched the new Competition Law Compliance Program. A select audience of over 1,000 employees received training on this new program. In December 2022, the BSEMIA Compliance Essentials, a digital, client-friendly compliance booklet, was launched. The booklet provides an overview of the BSEMIA program and highlights the key compliance objectives, policies and expectations.
  • Integrity Day in Singapore

    Incentive for Integrity Day in Singapore

    In the China Asia-Pacific region, a new antitrust framework was launched, with targeted employees receiving live training on the main policy and two guidelines related to Trade Association and Competitive Intelligence. As one key initiative (implemented yearly), Integrity Day was celebrated once again. Singapore, China, Malaysia, South Korea and Vietnam held Integrity Days for all employee levels with a common theme focusing on “Do the Right Thing” to realize the “Bridgestone E8 commitment.”
  • The Group’s Americas operation launched a new Competitive Intelligence Policy, continued efforts to help employees learn about the regional Gifts, Meals, Entertainment and Travel Policy that was launched in late 2021, identified a new data analytics platform that is being piloted in 2023 to help support its antitrust program and continued to promote strong leadership engagement throughout the year. As one initiative, the eighth annual Ethics and Compliance Week was held, which included leadership panels, Leading with Integrity Awards and the Bridgestone Compliance Battle Royale gamification training.

The Group’s compliance team continues to pursue innovative and interactive methods of sharing information that will enable all employees to conduct business in an ethical and legally compliant manner.

The Group regularly requires management level employees in each region to reaffirm their commitment to the Code of Conduct and the ethics and compliance program.

Monitoring and responding

Speaking up and reporting concerns

DO THE RIGHT THING

The Group seeks to create an environment in which employees feel comfortable speaking up and knowing that they will be listened to.

A wide variety of resources are available to all Bridgestone Group employees and stakeholders to encourage them to speak up with questions or concerns. They can report their concerns through an employee’s supervisor, Human Resources, the regional Chief Compliance Officer, the Law Department, Internal Audit and the BridgeLine ethics hotline. Once a concern has been raised, the matter will be promptly looked into by the appropriate function and in accordance with the Group’s internal investigation procedures. The Group actively monitors and analyzes data relating to its internal investigations, including, among other things, the types of matters reported, substantiation and anonymous reporting rates, the length of time taken to complete investigations and any disciplinary or corrective actions taken.

The Group has established its BridgeLine reporting systems operated by third party specialists to allow all Group employees and any Bridgestone stakeholder (including, for example, contractors, suppliers, consumers and customers) to confidentially and anonymously report suspected criminal conduct; violations of the Code of Conduct (including bribery, facilitating payments, gifts and entertainment, money laundering and political contributions, and the Code’s provision on anti-corruption and various human rights violations); violations of other company policies, or the law; or other ethical concerns and questions. BridgeLine is accessible to employees and non-employees through the corporate website and is publicly referenced in various documents, including the Code of Conduct. BridgeLine is a 24/7 hotline available in all regions and in multiple languages.

BridgeLine

Internal investigations

Regardless of how an allegation of misconduct is raised, each report is thoroughly investigated by Bridgestone’s Compliance team or other relevant departments (such as Human Resources or Internal Audit) depending on the subject matter. Each region has detailed investigation procedures and protocols to help ensure the quality and consistency of investigations. Each region has developed and tracks certain data and metrics to identify risk areas and trends as well as assess the effectiveness of internal investigations. The results are provided regularly to Board of Directors and each of significant subsidiaries around the world.

Substantiated or partially substantiated reports of wrongdoing may lead to disciplinary or corrective actions, including up to termination of employment. Regardless of the investigation outcome, process improvement opportunities may be identified to create a more effective control environment.

Yoshikazu Shida

BridgeLine posters in multiple languages

Each region makes significant efforts to promote BridgeLine and encourage a culture in which employees feel comfortable disclosing potential compliance issues. Each Group region regularly conducts campaigns centered on the “Speak Up!” message.

Reporting lines are only effective if employees feel secure that speaking up will not negatively impact their employment. The Group prohibits retaliation when business conduct or ethical issues are reported in good faith. This longstanding policy is incorporated into the new Code of Conduct and is reflected in numerous regional and local policies.

In 2022, a total of 1,352 BridgeLine reports and questions were received worldwide. The majority of reports and questions (32 to 69 percent depending on the region) related to human resources issues including diversity, harassment, and workplace respect. A breakdown of the categories of reports and questions received globally appears below. Upon investigation, over 29 percent of reports were substantiated or partially substantiated. All confirmed violations resulted in appropriate corrective and mitigating action, including disciplinary measures up to and including termination. There were no significant confirmed reports in 2022 for the key areas of corruption and antitrust/competition.

2022 BridgeLine Matters per Category

2022 BridgeLine Matters per Category

2022 BridgeLine Reports - Anonymity

2022 BridgeLine Reports - Anonymity

Audits

In addition to BridgeLine reports, Bridgestone reviews compliance with the Code of Conduct and identifies non-compliance through various methods, including periodic audits related to key compliance areas such as fraud and corruption.

Evaluating the compliance program and compliance risks

An effective ethics and compliance program must constantly evolve and be evaluated to ensure the company is addressing current risks and expectations. The Group actively monitors published legislative updates and resources such as Transparency International’s Corruption Perceptions Index (CPI) to understand the key compliance risks in the places where it does business.

Key compliance issues, including anti-corruption, antitrust, fraud and discrimination, have long been included in annual enterprise risk assessments, and breaches of regional codes of conduct and/or anti-corruption policies have been tracked on a regional and global basis. Formal and informal compliance-specific risk assessments have been conducted regionally for a deeper view of compliance risks since 2019.

Key risks identified through these processes are communicated to senior leadership on a regional and global basis. Controls are implemented to address critical risks, including corruption risks (such as risks related to facilitating payments, gifts and entertainment, money laundering and political contributions) in high-risk locations. These controls are carefully considered and strategically implemented to effectively counter significant risks without placing an undue burden on Bridgestone’s business.

The effectiveness of key controls, including those related to fraud, corruption and money laundering, are reviewed within the scope of periodic enterprise audits. In the spirit of continuous improvement (kaizen), processes and controls are frequently reviewed and optimized. Bridgestone’s new global compliance structure has created many opportunities for reviewing existing processes, identifying best practices and gaps, and implementing enhancements.

Similarly, the global compliance framework creates opportunities for reviewing and optimizing policies related to key compliance risks. When preparing Bridgestone’s global Code of Conduct, the company's Global Compliance team considered the effectiveness of existing regional policies and codes of ethics and sought to address any existing gaps. The Code of Conduct is a living document, and the global team will continue to review periodically its effectiveness and update it if necessary.

The compliance program is also reviewed and updated as needed to meet the goal of maintaining a best-in-class compliance program. As its business and operations continue to evolve, the Group will also look at how to adapt its ethics and compliance programs to ensure that they remain relevant, adequately resourced and work effectively in practice. The Group plans to do this through self-assessments and by engaging one or more third parties to help it assess its ethics and compliance programs in 2024.

Relevant information

Sustainability