COMPLIANCE


Basic Approach

At Mazda, the concept of compliance applies not only to laws and regulations but also refers to building a brand foundation that emphasizes adherence to internal guidelines and responsiveness to social norms and expectations. Based on this approach, business operations are conducted in accordance with the Mazda Corporate Ethics Code of Conduct to ensure fair and honest practices. The Mazda Corporate Ethics Code of Conduct was established in 1998 with the approval of the Board of Directors, and has been revised as needed thereafter. In addition, the Global Employee Engagement Survey is administered on a regular basis to confirm employees' degree of understanding of compliance.

Outline of the Mazda Corporate Ethics Code of Conduct

Five principles of faithful behavior

  1. To comply with laws and regulations, Company rules, common sense, and sound practice in international society
  2. To be fair and even handed
  3. To fulfill the Company's social responsibilities
  4. To fulfill one's own duties truthfully
  5. To be honest

Guidelines

  1. Comply with laws and regulations and the Company rules. In a situation where such rules are not clearly defined, make a judgment considering their spirit.
  2. Treat employees, customers, and clients fairly and justly. Do not obtain from or give anybody an unjust benefit and/or favor taking advantage of your business position.
  3. Make distinctions between public and private affairs, and never pocket or abuse Company assets.
  4. Keep confidential information. Never infringe on any intellectual property rights, whether it belongs to Mazda or another party.
  5. Seek to develop, manufacture, and sell products taking human safety and the environment into consideration.
  6. Act with a view to seeking sound profit.
  7. Respect human rights and human dignity.
  8. State the truth honestly and timely in reporting internally and/or to the public.

Policy of Non-Association with Antisocial Forces

Mazda practices a strict policy of non-association with antisocial forces and organizations and will under no circumstances lend aid to such entities. Inappropriate demands from antisocial forces and organizations will be met with a resolute response as we take organizational measures, including coordination with external organizations (e.g., police, lawyers, etc.) when necessary, to combat such demands.

Frameworks

Compliance Promotion Framework

Mazda has established the Risk & Compliance Committee to oversee Companywide compliance activities in accordance with the Mazda Corporate Ethics Code of Conduct. Meanwhile, division heads are assigned responsibility for promoting compliance as part of our frameworks for ensuring compliance throughout the organization.

Twice a year, the Risk & Compliance Committee issues reports to the Executive Committee Meeting, which is comprised of the president and other executives, and also reports to the Board of Directors on matters including progress in responding to serious compliance issues that have been identified, implementation of the internal reporting system (Mazda Global Hotline), and compliance training programs.

Initiatives

Major Compliance Activities

1997 Establishment of Ethics Committee under direct supervision of the president
1998 Establishment of Mazda Corporate Ethics Code of Conduct
Establishment of Guidelines on Entertainment and Gifts
2002 Start of Compliance Seminar for middle managers and executives
2005 Introduction of mandatory e-learning course for all indirect employees
Start of distribution of wallet-sized Compliance Cards to every employee in the Mazda Group
2007 Establishment of Mazda Global Hotline
2008 Start of distribution of "Learning from Other Companies" and "Compliance Communications" on the Company intranet
Reorganization of Ethics Committee to form Risk & Compliance Committee
2017 Start of distribution of "Let's Learn Together about Compliance!"
2019 Introduction of Special Risk & Compliance Committee Meeting for executive officers and department heads

Anti-Corruption Initiatives

Mazda presents its basic policies on anti-corruption in the Guidelines on the Mazda Corporate Ethics Code of Conduct. In addition, the Company has established the Guidelines on Entertainment and Gifts, which lays out its policies for prohibiting facilitation payments and other forms of bribery to promote highly transparent and fair transactions with all partner companies. Compliance training for employees includes e-learning programs on themes such as anti-corruption (entertainment and gifts) and prevention of violations of fair competition laws (including bribery of public officials). Meanwhile, the Mazda Supplier Sustainability Guidelines contain anti-corruption provisions pertaining to suppliers, and we ask that suppliers adhere to these guidelines. When making political contributions, Mazda adheres to the Political Funds Control Act and follows appropriate internal procedures. Overseas, Mazda complies with international regulations and the laws of the relevant countries and regions while also respecting local history, culture, and customs. These guidelines are revised as necessary to accommodate changes in social trends and expectations.

【Statistics from FY March 2025】

  • Political contributions (donations) of ¥21 million
  • No incidents of fines for bribery, etc.
  • No incidents of employees of Mazda Motor Corporation being subject to disciplinary measures for engaging in corruption

Compliance Initiatives

Internal Reporting System

The Company has established the Mazda Global Hotline as an in-house system for receiving reports regarding compliance and other issues. With its contact points set up both inside and outside (an attorney's office) of the Company, the hotline enables Mazda Group employees to choose a contact point to which to submit their reports either under their real names or anonymously. The content of these reports is carefully handled, and the whistleblowers' confidentiality is completely protected. In so doing, Mazda takes sufficient follow-up measures to ensure that those who make reports to the hotline or who cooperate in an investigation will not be subject to unfavorable treatment. After taking steps to confirm the validity of reports, corrective and recurrence prevention measures will be implemented to address any compliance violations or misconduct identified. The start of investigations, as well as results of investigations and validity confirmation and details of corrective measures, are communicated to the whistleblower. To spread awareness and understanding regarding the hotline, the Company distributes Compliance Cards with the contact information for the hotline to all employees and informs employees of the hotline through compliance e-learning programs and posters. The Mazda Global Hotline is also introduced to suppliers so they can receive consultation regarding any doubts that may arise during transactions with Mazda or with Mazda Group companies.

Mazda Global Hotline Framework
Internal Reporting Process

【Statistics from FY March 2025】

  • Number of reports (including consultations) through the Mazda Global Hotline of 57

Compliance Education

Mazda believes that mere adherence to laws and regulations is not enough to guarantee effective compliance; it is important to ensure that each and every employee understands the essence of such laws and regulations and acts with integrity. For this reason, we regularly provide employees with voluntary learning opportunities using e-learning programs, organize compliance seminars for middle managers and executives of the Company as well as for the executives of affiliates conducted by internal and external lecturers, and supply information in a timely manner as part of ongoing initiatives aimed at increasing awareness of the importance of compliance.

Examples of Compliance Training Programs

  • Once-annual Compliance Seminar for middle managers and executives
  • Rank-based training (new employees, mid-career hires, new foremen, new middle managers, etc.)
  • E-learning programs for all indirect employees (on themes including insider trading, subcontractor laws, personal information, confidentiality management, copyrights, etc.)
  • Distribution of Compliance Cards to all employees

Enhancement of Global Tax Compliance

The Mazda Group practices integrity with regard to tax affairs in keeping with the Mazda Corporate Ethics Code of Conduct. We recognize that, as a good corporate citizen, we have an important obligation to pay taxes in an appropriate and timely manner in accordance with international rules, the laws and regulations of relevant countries and regions, and Mazda's Finance Control Guidelines. Based on this recognition, Mazda fulfills its tax obligations to contribute to social development in the countries and regions where it does business. The Mazda Group also supports the measures for avoiding base erosion and profit shifting promoted by the Organisation for Economic Co-operation and Development (OECD) and the G20 countries. Accordingly, the Group will not engage in tax evasion through the abuse of tax havens. Rather, we will sincerely cooperate with requests for information disclosure from the tax authorities of relevant countries to ensure tax transparency. Mazda also understands the importance of transfer pricing taxation as a means of determining proper profit sharing among Group companies operating in different countries as part of its global operations. For this reason, we are committed to practicing transparent and fair transfer pricing by promoting active dialogue with tax authorities through effective use of advance pricing agreements and other measures. Going forward, Mazda will continue to build trusting relationships with the tax authorities in relevant countries and enhance tax compliance from a global standpoint, while taking into account changes in the social environment and needs regarding tax affairs.

Support for Enhancement of Compliance at Dealerships and Parts Sales Companies in Japan

To support transparent management at all Mazda Group companies, we systematically promote the enhancement of compliance at dealerships and parts sales companies in Japan to prevent misconduct.

Examples of Initiatives

  • A risk and compliance site has been set up on the intranet used by dealerships in Japan to promote understanding of compliance and internal controls among dealership employees and thereby facilitate appropriate practices. The site provides the following educational content.
    • Standard Operating Procedures and Model Regulations that define the basic business operations to be performed by dealerships
    • One-Point Lessons on Compliance training tools using relatable case studies
    • "Learning from Other Companies" records of the underlying causes of accident cases and recurrence prevention measures
    • Education tools that help ensure legal compliance
  • Questions encompassing risks concerning new standard operating procedures, internal control risks, and examples of recent accidents have been added to the Self-Diagnosis Checklist on Internal Controls, which is used throughout the Mazda Group. By enabling dealerships and parts sales companies to autonomously identify issues, challenges, and best practices, this checklist helps support the promotion of dealership and parts sales company management in compliance with related laws and rules and the improvement of work efficiency. The best practices and issues identified using the Self-Diagnosis Checklist on Internal Controls are quickly shared with other organizations to facilitate activities for preventing the materialization of risks.
  • At training sessions and meetings with dealerships and parts sales companies in Japan, we encourage extensive measures for identifying inadequacies in compliance and internal controls and preventing the recurrence of similar problems. Examples of such inadequacies are also shared with related parties and relevant investigations are carried out.
  • To facilitate quick detection of issues regarding compliance, internal controls, human rights, and distribution of information via social media, internal consultation venues are set up at dealerships in Japan, and awareness of the Mazda Global Hotline reporting system is promoted among dealership employees.