Chubu Electric Power Company, Incorporated | Partial Amendment to the Articles of Incorporation (2) at Chubu Electric Power Company, Incorporated

Status
AGM passed
AGM date
Previous AGM date
Proposal number
8
Resolution details
Company ticker
9502
Lead filer
Undisclosed filer
Resolution ask
Adopt or amend a policy
ESG theme
  • Social
ESG sub-theme
  • Decent work
Filer type
Shareholder
Company sector
Utilities
Company HQ country
Japan
Resolved clause
To add the following new chapter to the Articles of Incorporation: Chapter X. Reconstruction of an Effective Compliance Promotion System Based on the Chubu Electric Power Group CSR Declaration Article X. In order to regain the trust that has been significantly undermined, the Company shall reconstruct its compliance system so as to ensure its effectiveness. To achieve this purpose, the Company shall take the following actions: ① If any compliance breach is identified, in addition to convening the Chubu Electric Power Compliance Committee, the Company shall, depending on the nature of the matter, establish a review panel including external experts specialized in compliance and/or the relevant specialized fields who are not interested with either the Company or its Group companies, and shall receive recommendations from such panel regarding the selection of members of the investigation team and other matters. ② The investigation team shall have strong powers to conduct a thorough investigation. The Company shall take sufficient budgetary measures in order to enable the Company to retain external experts, etc. ③ Any person who provides false testimony or is involved in concealment in the course of, or in connection with, an investigation, shall be subject to a severe disciplinary action, while those who actively cooperate with the investigation may receive mitigation of, or exemption from, disciplinary actions. ④ In order to identify risks at an early stage, the Company shall conduct anonymous surveys regarding compliance at least once every six (6) months among all employees.
Supporting statement
Although the Company and its Group companies have established certain systems for promoting compliance, numerous misconduct and scandals have continued to occur, including, among others, the cartel issue 3 years ago, unauthorized access to customer information, and the falsification of design basis ground motion data at the Hamaoka Nuclear Power Station. These incidents constitute clear evidence of deficiencies in governance and the dysfunction of the compliance system within the Group. In order to regain the trust through self-regulatory functions, it is necessary to (i) actively incorporate the perspectives of third parties who have no interest in the Company, and, (ii) if circumstances require to do so, to include experts with relevant expertise in investigation teams, in order to thoroughly ascertain whether a compliance breach has occurred. Particularly with respect to nuclear power, which has significant social impact and over which the public opinion is divided, the Company must always conduct its operations with awareness of social scrutiny thereover and a greater sense of urgency. If specialized expertise is required for a certain investigation, the Company shall seek the cooperation of external experts. Even if the investigation concludes that no compliance breach has occurred, such investigation should be regarded as a necessary cost for maintaining nuclear power facilities.

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