Governance
Governance | Risk Management | Ethics and Compliance | Executive Compensation | Tax Policy
Ethics and Compliance
As one of the world’s leading semiconductor company, Renesas’ strong commitment to the highest standards of ethics and integrity helps us earn the continued trust of our stakeholders, including our investors, customers, vendors, and communities. Our Code of Conduct and compliance policies are foundational to how we do business and how we put our values into practice every day.
As part of our efforts to ensure practical implementation of the principles espoused in our Code of Conduct and to promote consistent compliance best practices throughout our group, Renesas released several new standalone global policies in 2023, including the Anti-Bribery and Anti-Corruption Policy, Whistleblower Policy, and Compliance Investigations Policy.
Compliance Promotion
Renesas’ Internal Control Promotion Committee, chaired by the CEO, deliberates and makes decisions on compliance matters, and reports key issues to the Executive Committee and the Board of Directors. Any compliance violation is promptly reported to the head of the division or office in charge of compliance and to the chief of the Legal Division.
The Legal Division conducts training and awareness-raising initiatives on compliance matters, including but not limited to topics on anti-corruption, bullying or harassment, import-export compliance, insider trading, and antitrust. All Renesas Group employees are required to complete a survey to verify their adherence to and understanding of Renesas’ compliance policies and programs. All managers at Renesas are required to complete additional training on handling of reports or instances of bullying or harassment. The results are shared with the divisions or offices in charge of compliance and used to revise the measures necessary to promote compliance. In addition, Renesas’ Internal Audit Team conducts internal audit of its ethical standards and anti-corruption policies.
2023 Compliance Survey Results
- 98.8% of employees who completed the survey responded positively about their perception of the culture of compliance in their workplace.
- The rate of employees who perceived actual or potential unreported compliance issues in their workplace was low at 6.2% (93.8% of respondents did not have concerns about compliance in their workplace).
Throughout the year, we regularly issue global newsletters to our employees by email to reinforce our compliance policies. In 2023, these included, including:
- Anti-Bribery and Anti-Corruption (April 6, 2023, and October 23, 2023)
- Whistleblower Policy (September 27, 2023)
- Preventing Fraud and Deception (July 31, 2023)
- Conflicts of Interest (June 22, 2023)
- Preventing Harassment and Discrimination (March 3, 2023)
- Employee Privacy Policy (January 26, 2023)
We also issue a regular newsletter monthly to all employees who are based in Japan. This newsletter covers locally-specific topics as well as Japanese laws and regulations.
Renesas also asks suppliers and partners to undertake initiative based on “Renesas Supplier Code of Conduct,” which require suppliers and partners to have anti-corruption policies. Renesas confirms supplier’s policy and verify compliance through SAQ and supplier audit.
Renesas Supplier Code of Conduct
See more details about the Supply chain
Code of Conduct
Our Code of Conduct is reviewed and approved by the Board of Directors and expresses our commitment to ethical standards and responsibilities that guide our decision-making process across our business operations and corporate activities. It applies to all executives and employees of Renesas Group and sets forth the principles for us to operate as a socially responsible corporate citizen. It further directs all executives and employees to report any violations or possible violations of the law, regulations, and Code of Conduct. We share our Code of Conduct with all employees globally, and all executives and employees are required to take the Code of Conduct training each year. In 2023, the Code of Conduct training completion rate was 91%.
Renesas Global Code of Conduct
Anti-Bribery and Anti-Corruption
Renesas will comply with the anti-bribery and anti-corruption laws of the countries in which it does business, including the United States Foreign Corrupt Practices Act (FCPA), the United Kingdom (UK) Bribery Act, and the Japanese Unfair Competition Prevention Act.
Renesas Global Anti-Bribery and Anti-Corruption Policy
Global Policies
Our global Anti-Bribery & Anti-Corruption Policy, introduced in September 2023, strengthens anti-corruption concepts highlighted in our Global Code of Conduct. By clearly defining what constitutes bribery and corruption, and who qualifies as a government official, we aim to make it easier for employees to understand and comply with the policy. Renesas’ Board of Directors oversees both the standalone Anti-Bribery & Anti-Corruption Policy, as well as the anti-corruption policies included in the Global Code of Conduct.
Renesas employees are prohibited from, directly or indirectly, offering or making a payment or offering anything of value to any persons for the purpose of influencing an official act or decision in order to assist Renesas in obtaining or retaining business or otherwise obtaining a business advantage.
As part of our zero-tolerance approach to bribery and corruption, Renesas also prohibits the making of facilitation payments no matter how small the amounts, whether or not they are permitted by local or other laws. Employees will not suffer adverse consequences for refusing to pay or take a bribe or kickback, even if this results in the loss of business to Renesas.
In principle, each year, all employees are required to participate in an online compliance training and acknowledge the Renesas Code of Conduct at the end of the training module.
Renesas’ prohibition against offering, promising, or paying bribes also applies to third parties (including but not limited to new business partners and suppliers) who provide services or act on Renesas’ behalf, such as suppliers, agents, contractors, consultants, and distributors. This principle applies to Renesas transactions everywhere in the world, even where the practice may be widely considered “a way of doing business.”
Our internal approval process for onboarding new suppliers and business partners includes (1) an anti-bribery and corruption checklist built into our approval tools themselves, and (2) suppliers must agree to our Supplier Code of Conduct which outlines a zero-tolerance policy on any and all forms of bribery, corruption, extortion, and embezzlement.
We conduct anti-bribery and anti-corruption due diligence for Mergers, Acquisitions, Joint Ventures, and Investments, as outlined in our Anti-Bribery and Anti-Corruption Policy web page.
To ensure that agents and representatives acting on Renesas’ behalf are not themselves offering or receiving bribes or kickbacks, Renesas requires that all arrangements must be pursuant to a written agreement, documented in accordance with all applicable legal and accounting requirements, and in compliance with Renesas’ policies on ethical business practices. The compensation to be provided in the written agreement must be clearly commensurate with the activities the agent or representative has undertaken.
A high degree of risk exists when we interact with government officials who may be in an actual or perceived position of influence which could affect our business. For such reasons, Renesas requires advance Legal approval for any direct or indirect dealings with government officials that involve the provision of anything of value, including but not limited to the provision of any gift or favor.
Employees must also refrain from making charitable donations or sponsorships if it confers a personal benefit on a government official or if the donation is part of an exchange of favors with the official. In addition, employees are prohibited from hiring an official or someone suggested by, or related to, an official to help Renesas obtain or keep business, or if the official offers to give a benefit to Renesas or threatens to act in a way that harms Renesas if the requested hiring decision is not taken.
In 2023, Renesas did not make any political contributions in any of our global locations, and there were no cases of disciplinary action or termination due to non-compliance with our anti-corruption policy. In addition, we did not incur or pay any fines, penalties, or settlements in relation to corruption.
Risk Assessment & Management
With the aim of strengthening our controls, from September 2023, Renesas has been undertaking risk assessments to gauge the level of bribery & corruption specific risk across our global operations. We intend to carry out such an assessment on a regular basis, at least annually, or where there are changes in our risk profile.
By proactively identifying areas of exposure to bribery & corruption concerns throughout Renesas, we aim to implement or enhance internal controls where appropriate, so that such risks can be mitigated or managed. We will also identify areas where we can provide further training to employees to increase their awareness on this topic.
The bribery & corruption risk assessment will analyze our risk profile by focusing on risks presented by the following factors: the countries we operate in; our industry sector; our business partners; our level of interactions with governments, the amount of government regulation and oversight, and our exposure to customs and immigration in our business affairs.
Employee Training
In October 2023, Renesas introduced training for all employees on Bribery and Corruption to reinforce the concepts covered in the Global Code of Conduct. New employees are now required to complete training on Bribery and Corruption upon hire, as well as training on the Global Code of Conduct, which encompasses anti-corruption and integrity issues. Employees also complete annual refresher trainings on topics covered in the Global Code of Conduct. To foster ongoing awareness, we further highlighted the anti-corruption policies in newsletters issued on April 6, 2023, and October 24, 2023.
Initiatives against Antisocial Forces
Renesas strictly prohibits employees from doing any business with antisocial forces. A self-verifying system is set up at each workplace to determine whether transactions can go forward, and steps are clearly defined in the system to prevent business with antisocial forces. In addition, workplace managers and subsidiary presidents perform self-audits and check on the status of their businesses.
Compliance Hotline / Anonymous Whistle-blowing System
To encourage reports of any compliance-related complaints or concerns, including on issues related to human rights, bullying and harassment, Renesas has established the “Renesas Electronics Group Hotline.” Members of the public can also use this hotline to report complaints or concerns related to Renesas.
From 2020 onwards, we appointed a third-party provider as a single point of contact for our hotline globally. This hotline can be accessed by web or phone 24 hours a day, 365 days a year by any Renesas Group employee, as well as its suppliers, distributors, contractors, temporary employees or external stakeholders. The hotline is available in English, German, Chinese, and Japanese, and individuals can register their concerns with the hotline anonymously or by name.
As part of our ongoing dedication to maintaining a transparent and ethical work environment, Renesas implemented a shared, group-wide Whistleblower Policy and Compliance Investigations Policy in September 2023. These policies aim to create a safe and secure mechanism for individuals to report any compliance-related complaints, and to ensure that such complaints are promptly and thoroughly investigated.
Compliance Issues Investigation Process
The Whistleblower Policy, Compliance Investigations Policy, and Global Code of Conduct all highlight Renesas’ non-retaliation policy, which prohibits any form of retaliation against employees who report concerns or complaints in good faith or participate in the investigation of such concerns or complaints. Pursuant to those policies, anyone reporting a concern or complaint in good faith is offered legal protection, and anyone who is found to violate Renesas’ no-retaliation policy may be subject to disciplinary action.
In 2023, 49 reports were made to the hotline with actions including investigation, remediation (where needed), and disciplinary action (where warranted). Of these 49 reports, 27 related to claims of harassment, discrimination, or labor compliance. No serious compliance violations were detected. Renesas remains committed to promoting awareness of the hotline.
Information Security
At Renesas, we make the utmost effort to protect our intellectual property, data, and privacy of our customers and employees based on our Global Code of Conduct and Privacy Policy.
Governance
Renesa’s Security Council, led by our CEO and the Chairman of the Board, engages cross-departmental leaders (CFO, General Counsel, heads of IT and HR) to discuss and act on business-critical issues as they arise.
Our Senior Director of IT and Information Security Division leads the global Security team and regularly updates the Council members and the Board of Directors on all matters related to information security.
Information Systems and IT Governance Audit
Once every two years, we conduct an internal audit to ensure the confidentiality, availability, and integrity of our corporate data. The most recent audit was conducted in 2023. We did not find any material issues of concern.
Compliance
Renesas’ Legal Division manages and promotes the Employee Privacy Policy for our employees and oversees risks related to the leakage of secret information including personal information in accordance with the Rules for Secret Information Control within the Renesas Group. Our employees can contact the Legal Division with questions or concerns regarding the handling of their personal information.
Failure to comply with Renesas’ Code of Conduct or the Rules for Secret Information Control within the Renesas Group, including the protection of confidential and personal information and information related systems, may result in disciplinary actions up to and including termination of employment or working relationship with Renesas.
Guidelines Related to Artificial Intelligence (AI)
At Renesas, Information Security Division, AI, Data & Analytics Division and Legal Division have established global guidelines to help our employees in their use of web-based generative AI tools that Renesas does not have commercial licenses for. While they can be very useful in improving work efficiency, certain uses of these tools may also result in violation of laws and regulations (e.g., privacy and data security, and export control), leakage of confidential information, breach of confidential obligations, infringement of rights of others, or increasing cybersecurity risks. For example, one of the rules advises our employees not to input source code into Generative AI tools to minimize cybersecurity risks.
Contributing to SDGs
Renesas’ efforts in Governance contributes to these Sustainable Development Goals targets:
SDG 16.5 Substantially reduce corruption and bribery in all their forms
SDG 16.7 Ensure responsive, inclusive, participatory and representative decision-making at all levels