A. Introduction
The Komatsu Worldwide Code of Business Conduct (the Code) embodies those basic principles and ways of thinking that should be observed and followed no matter where Komatsu is located in the world. The Code is supplemented by the German Local Specification which specifically relates to the human rights- and environment-related supply chain due diligence obligations under the German Supply Chain Due Diligence Act (SCDDA).
This Compliance Hotline Policy and Procedures (the Policy) is a supplement to the Code and the German Local Specification by detailing the set-up and working of the German Compliance Hotline (the Hotline). The Hotline can be reached through the email address: compliance.KGM@komatsu-mining.de or compliance.KGC@komatsu.eu.
Komatsu Germany continuously ensures the compliance with applicable law by appropriate means and receives regular and ad hoc reports on the incoming reports and processing thereof.
Any reporting done under this Policy will be handled compliant with the European Whistleblowing Directive (EU Directive 2019/1937) , or any update, amendment or replacement thereof.
This Policy constitutes the rules of procedure for the grievance mechanism according to Sec. 8 SCDDA.
B. Objective
Respect of and compliance with the Rules as described in the Code is expected. These Rules include applicable laws, regulations, standards, supply chain due diligence, social responsibilities and other established norms of behavior. Once we learn about a violation of the Rules, we are required to immediately take appropriate measures to rectify, report and prevent recurrence of such violation. One method to report such violations is the Hotline. The entire process is free of costs for the reporter.
The primary objective of the Hotline is to provide an additional means for any person including employees of direct and indirect suppliers or persons affected by the economic activities of Komatsu Germany or its suppliers that becomes aware of a (suspected) violation of the Code, fraud or other compliance violations including human rights-related obligations by Komatsu Germany, its employees or its suppliers to confidentially report such activity or conduct. Human rights- or environment-related risks can be reported via the Hotline.
Alternatively, reports can be submitted by mail to
• Komatsu Germany GmbH – Construction, for the attention of the Compliance Hotline responsible, HR Department, Hanomagstraße 15, 30449 Hannover, Germany
• Komatsu Germany GmbH – Mining, for the attention of the Compliance Hotline responsible, HR Department, Forststraße 29, 40597 Düsseldorf, Germany
In addition to the Hotline, the following reporting methods are possible for employees of Komatsu Germany:
• To the HR Department/Manager;
• To the direct supervisor;
• To Komatsu Germany management;
• To the European Compliance Hotline
• To the global Compliance Hotline
Komatsu Germany Management (Managing Directors) is expected to at least report the following immediately to Komatsu Europe International N.V (KEISA) Management (CEO and CFO) or through the KEISA Hotline:
1. All fraud cases;
2. All compliance reports related to members of local management or people reporting directly to local management;
3. All compliance cases with a (potentially) material impact on the financials, reputation, business, etc. of Komatsu Europe or Worldwide.
4. All violations of local, European and/or International law.
C. The KG Compliance Hotline
1. The KG Compliance Hotline is monitored by the HR managers of KGC and KGM respectively. The HR Managers are responsible for taking the reports and leading the investigations for all grievances coming in via the Hotline.
2. The KG Compliance Hotline members are assigned by the Managing Directors (BoD) of Komatsu Germany. All appointed members will be sufficiently qualified (with appropriate knowledge, and experience), impartial, independent, i.e. not bound by instructions when handling reports and bound to secrecy.
3. Only the appointed members have access to the Compliance Hotline email box, grievance mechanism and documents.
4. If considered appropriate by the KG Compliance Hotline members, they have the right to take up the report directly with the appropriate level of management without prior approval of KG Managing Directors, up to and including the KEISA BoD and the KLTD Compliance Committee.
D. Scope
1. The Code and the local Specification apply to all employees, directors and officers of KEISA and its subsidiaries.
2. The Hotline is intended for use by
• Komatsu Germany employees, former employees, prospective and future employees (during the application process);
• people working for Komatsu with self-employed status;
• employees of business partners, suppliers, contractors and sub-contractors or persons affected by the economic activities of Komatsu Germany or its suppliers (including their representatives);
• shareholders and persons belonging to the administrative, management or supervisory body, including non-executive members, individuals seeking to provide services, volunteers and paid/unpaid trainees.
If other people contact the Hotline, the complaint will also be further investigated, as appropriate.
E. Reporting via the Hotline
1. All reports to the Hotline will be further investigated, evaluated, appropriately documented and assessed by one or more impartial members of the Hotline Committee. The appropriate course of action will be determined after initial assessment of the report. Komatsu encourages reporters to submit relevant information and supporting documentation (if available) to facilitate the handling (e.g., information to answer the following questions: Who? What? Where? When? Responsibilities?).
2. The reporter will receive confirmation of the receipt of the report within 7 days after submitting the report. Together with the confirmation, the reporter will receive information on the next steps of the process.
3. Feedback on the investigation status and outcome will be provided within 3 months after confirmation of receipt of the report.
4. The reporter can request a physical meeting to discuss the report. The meeting will be set up within a reasonable timeframe after confirmation of the receipt of the report.
5. The Hotline Committee will involve the reporter throughout the handling of the report as appropriate (e.g., to develop and review remedial actions). In case of access barriers (such as lack of language, reading and writing skills), Komatsu will take appropriate measures in individual cases to support the reporter.
6. Management engages itself to fully cooperate with and assist the Hotline Committee in any investigation undertaken. Management undertakes not to exert influence on the Hotline Committee concerning the handling of individual reports.
7. All reports are handled seriously, impartially, independently and promptly.
8. Anonymously filed reports will be handled. We encourage reporters to leave contact details for further follow-up of the report.
9. The Hotline Committee will treat all information received in strict confidence.
The identity of the reporting person and any other information from which the identity of the reporting person may be directly or indirectly deduced will not be disclosed without their explicit consent, except where this is a necessary and proportionate obligation imposed by EU or national law in the context of investigations by national authorities or judicial proceedings, including with a view to safeguarding the rights of defense of the person concerned.
In any case, confidentiality will be maintained to the fullest extent possible, consistent with the need to conduct an adequate investigation of the report and the applicable legal requirements. The report, its conclusions and the underlying information may only be disclosed by the Committee to other persons or authorities if disclosure is:
(i) required by any applicable law or regulation, by court or by regulatory or governmental body;
(ii) necessary to apply, invoke or enforce the report in court or disciplinary proceedings;
(iii) necessary to obtain advice from any professional advisor;
(iv) required as part of the investigation.
In each case disclosure is only done on a need-to-know basis.
8. All personal data processed as part of the compliance report will be treated in line with the applicable European data protection laws, particularly the GDPR or any update, amendment or replacement thereof and applicable Komatsu policies and procedures.
9. A register is held of all reports made to the Hotline. The information in the register is treated in the strictest confidence, in line with point 7 above.
F. Investigation: Purpose and outcome
1. The purpose of an investigation is first and foremost to gather facts that are relevant to the report, so that the Hotline Committee can make a credible determination based on the information available.
2. The Hotline Committee has the discretionary authority not to pursue a report further. This can for instance be the case when:
(i) There is insufficient information for an adequate investigation and there is no possibility of obtaining further information;
(ii) It is concluded that the report was made in bad faith.
3. All reports, investigations, actions taken and final outcome are documented and filed appropriately by the Hotline Committee.
4. If appropriate and as the case may be, the Hotline Committee will implement appropriate immediate interim measures to stop the violation or to mitigate risks in consultation with competent functions. Such immediate interim measures can comprise, inter alia, the temporary suspension of a business relationship.
5. The reporter will be informed of the outcome of the investigation. During the investigation the reporter is informed of the status as deemed appropriate by the Hotline Committee.
G. Decisions
1. Based on the outcome of the investigation, the Hotline Committee will determine the appropriate course of action, which can be but is not limited to:
1. Declaring the report inadmissible;
2. Advising on preventive measures and/or corrective actions to be taken by Komatsu Germany management. Such appropriate remedial measures and/or corrective actions should aim to ultimately end the violation and/or mitigate the risks.
2. The final decision on the actions to be taken is done by management. The Hotline Committee can defer the decision to local management, as appropriate.
H. Non-retaliation & other protections
In line with the Komatsu Worldwide Code of Business Conduct and the local amendment, Komatsu Germany's management commits itself to never prevent, hinder or retaliate against any person contacting the Hotline in good faith.
Komatsu guarantees that the reporter shall not be treated unfavorably because he/she consulted with, reported to, or in any other manner contacted the Hotline, unless it is proven that such consultation, reporting or other contact was made in a manner or for purposes against this Policy.
Komatsu will not tolerate any retaliation against a whistleblower who raises a concern regarding compliance with the Code in good faith or provides information to an inquiry or investigation in good faith. Any retaliation by an individual is a violation of this Code, even when the retaliator believes that the whistleblower acted in bad faith. This applies mutatis mutandis business partners and other third parties. Komatsu does not tolerate retaliation by business partners or other third parties vis-à-vis reporters. Any reporter who believes he/she is retaliated against for taking one of these actions is encouraged to report the matter immediately to the Hotline.
The non-retaliation protection also extends to
• reporters who filed an anonymous report but were later identified;
• any person who assisted the reporter in their reporting of a violation or who is connected to the reporter and therefore likely to suffer retaliation in a work- related context, including third parties connected to the reporting and legal entities connected to the reporter in a work-related context, such as legal entities the reporter owns, works for or is otherwise connected to.
In addition to the non-retaliation, the reporter can rely on the protections as granted in art. 21 of the European Whistleblowing Directive and under local law. These protections are especially relevant in case of an external report.
I. External whistleblowing reporting
We strongly encourage internal reporting in accordance with this Policy since such compliance violations may jeopardize core corporate values and high standards of ethics and integrity. Internal reporting still allows external reporting afterwards for certain violations to the competent national authorities. Individuals can find out when and how to report externally in accordance with applicable laws and regulations by visiting the website of the relevant national authority.
In Germany, external reports can currently be submitted to the following authorities:
• Federal Office of Justice (office(s) for external reporting);
• Federal Financial Supervisory Authority;
• Federal Cartel Office.
In addition, external reports can be submitted, inter alia, to the following European Union bodies/institutions/other agencies:
• European Commission;
• European Anti-Fraud Office (OLAF).
J. Review and improvement
Komatsu Germany, in agreement with KEISA, will conduct regular and ad hoc reviews and continuous improvement of the grievance procedure.
