Governance
Compliance, Fair Competition

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.