Yamaha Canada Music Supplier Code of Conduct

INTRODUCTION

As a subsidiary of Yamaha Corporation, Yamaha Canada Music adopts and follows Yamaha’s globally developed Supplier CSR Code of Conduct. This Supplier Code of Conduct (“Supplier Code”) builds upon and serves as an extension of the global policy, reflective of Yamaha Canada’s unique operations and business context.

Yamaha Canada recognizes that many Suppliers may have their own codes of conduct that address labour practices within their supply chains. The intention of this document, therefore, is not to achieve uniform adoption of this Supplier Code, but to support the work of organizations in our supply chain with their suppliers to develop common ethical and practical business standards within the context of their own operations and unique circumstances.

TO WHOM THIS CODE APPLIES

This Supplier Code sets out the standards of business behaviour expected of Suppliers.

The requirements outlined in this Supplier Code apply to Yamaha Canada’s direct Suppliers.

EXPECTATIONS OF SUPPLIERS

While Yamaha Canada recognizes that its Suppliers operate in different legal and cultural environments, the standards set forth in this Supplier Code operate as a benchmark for acceptable conduct. Yamaha Canada expects the Supplier to comply with both the language and spirit of the Supplier Code, recognizing that Suppliers may implement these requirements in a manner that is appropriate and proportional to the nature and scale of activities, the materials and/or goods that they supply, and the services that they perform.

The Supplier Code is not to be read in lieu of, but in addition to Supplier’s obligations as set out in any agreements between Yamaha Canada and the Supplier. In the event of a conflict between the Supplier Code and an applicable agreement, the agreement will govern.

Beyond legal requirements, Yamaha Canada prioritizes business relationships with Suppliers that share our commitment to the highest standard of business conduct. Specifically, Yamaha Canada prides itself on working with suppliers who place safety as top priority, promote and uphold the highest standards of ethics and integrity, and are economically, environmentally, and socially responsible in their business practices.

1   Compliance with Laws and Applicable Standards

This Supplier Code is based primarily on the requirements imposed on Yamaha Canada under Applicable Laws, and further draws upon international standards and best practices applicable to our business operations.

Requirements

Suppliers are expected to take commercially reasonable measures, including carrying out appropriate risk management and due diligence, to ensure the respect of this Supplier Code across their entire business and within their own supply chains.  Suppliers are responsible for ensuring that its suppliers, vendors and service providers meet the requirements hereunder

1.1  In all their activities, Suppliers shall operate in a manner that complies with the laws, rules and regulations in the jurisdictions in which they operate and applicable to the Supplier.

2  General Application of Human Rights & Employment Standards

Yamaha Canada is committed to respecting human rights in the workplace, and we expect our Suppliers to share in this commitment and to respect internationally recognized human rights, in line with the principles and guidance contained in the UN Guiding Principles on Business and Human Rights and the fundamental conventions of the International Labour Organization.

Requirements:

2.1  Suppliers are expected to maintain a workplace characterized by professionalism, and respect for the dignity of every individual whom they employ, including respect for differences between individuals.

2.2  Suppliers are expected to promote and provide inclusive, respectful, healthy and safe workplaces that are free from harassment, discrimination, workplace violence, retaliation and other disrespectful and inappropriate behaviour.

2.3  Suppliers are expected to not discriminate in the hiring or promoting of employees whether based on gender, age, religion, marital status, sexual orientation, political opinion, or national or ethnic origin, or other similar characteristic that does not relate to the individual’s qualifications or the inherent requirements for the job.

2.4  In particular, Suppliers are expected to take commercially reasonable measures to ensure they:

• provide a workplace in which all workers are treated with respect and dignity;
• provide workers with clear and understandable employment documentation in advance, in a language understood by the worker;
• comply with all applicable wage laws, including those relating tominimum wages, overtime hours and legally mandated benefits;
• where no wage law exists, ensure that workers are paid at least the minimum local industry standard;
• manage operations in a manner so that overtime does not exceed levels that create inhumane working conditions;
• allow workers the right to leave work and freely terminate their employment within legal notice period requirements;
• have in place a policy of zero tolerance for discrimination, harassment and workplace violence;
• comply with all applicable regulations to prevent illegal, clandestine and undeclared employment;
• recognize and respect the rights of employees to freely associate, organize and bargain collectively, in accordance with local laws and the fundamental conventions of the International Labor Organization; and
• respect any applicable collective bargaining agreements regarding work hours, overtime, rest period requirements, and paid vacation.
• provide anonymous and confidential methods for workers to raise concerns without fear of reprisal.
• provide workers with pay and benefits in a timely manner.

2.5 Where authorized subcontracting is used to support the execution of services for Yamaha Canada, Suppliers are expected to confirm that the subcontractor meets the expectations set out in this Supplier Code through the following controls:

2.5.1 Suppliers are expected to take necessary steps to obtain and maintain visibility over labour rights risks within the operation and supply chains of subcontractors.

2.5.2 Suppliers are expected to attain the right to audit over subcontractor operations.

2.5.3 Records of audits undertaken of subcontractors are expected to be available upon request.

2.5.4 Suppliers are expected to have written agreements in place with subcontractors to ensure that any further subcontracting by the subcontractor company (a) is authorized and (b) meets the standards set out in this document.

3   Health and Safety

Yamaha Canada is committed to maintaining safe working conditions and a healthy work environment for their personnel and expects that its Suppliers adhere to the same ethical principles.

Requirements

3.1  Suppliers are expected to provide a safe and hygienic work environment, as appropriate for the industry, geography and workforce.

3.2  Adequate steps are expected to be taken to prevent accidents and injuries to health arising out of, associated with, or occurring in the course of work, by minimizing, so far as is reasonable and practicable, the causes of hazards inherent in the work environment.

3.3  Workers are expected to receive regular health and safety training.

3.4  Where needed, workers are expected to be provided free of charge with appropriate, well-maintained, personal protective equipment with adequate training on the safe use of tools and equipment and educational materials about risks to them associated with these hazards.

3.5  Suppliers are expected to supervise employees’ adherence to safe working practices.

3.6  Suppliers are expected to respect workers’ right to refuse unsafe work and to report unhealthy working conditions.

4   Prevention and Elimination of Forced and Child Labour

Yamaha Canada is subject to the Supply Chains Act and is committed to the elimination of forced and child labour, including the worst forms of child labour. Yamaha Canada prohibits forced labour or child labour in its operations or its supply chain.

• Forced labour (Forced Labour) means labour or service provided or offered to be provided by a person under circumstances that:
  • could reasonably be expected to cause the person to believe their safety or the safety of a person known to them would be threatened if they failed to provide or offer to provide the labour or service; or
  • constitute forced labour or compulsory labour as defined in article 2 of the Forced Labour Convention, 1930, adopted in Geneva on June 28, 1930.

  Forced Labour includes work or services not voluntarily performed that is exacted or coerced from a person under threat, force, or penalty, or threatened abuse of law or legal process.

• Child labour (Child Labour) means labour or services provided or offered to be provided by persons under the age of 18 years and that:
  • Are provided or offered to be provided in Canada under circumstances that are contrary to the laws applicable in Canada;
  • Are provided or offered to be provided under circumstances that are mentally, physically, socially or morally dangerous to them;
  • Interfere with their schooling by depriving them of the opportunity to attend school, obliging them to leave school prematurely or requiring them to attempt to combine school attendance with excessively long and heavy work; or
  • Constitute the worst forms of child labour as defined in article 3 of the Worst Forms of Child Labour Convention, 1999, adopted at Geneva on June 17, 1999 (travail des enfants).


• The worst forms of child labour include:
  • Any work that exposes children to sexual abuse (physically or psychologically).
  • Any work that is done underground, under water, at dangerous heights or in confined spaces.
  • Any work that is done with dangerous machinery, equipment and tools.
  • Any work that involves the manual handling or transport of heavy loads.
  • Any work that is done in an unhealthy environment which may, for example, expose children to hazardous substances, agents or processes, or to temperatures, noise levels, or vibrations damaging to their health.
  • Any work that is done under particularly difficult conditions such as work for long hours or during the night or work where the child is unreasonably confined to the premises of the employer.

Suppliers are encouraged to take commercially reasonable steps, including risk management and due diligence, to ensure that they are not directly, or indirectly, causing or contributing to Forced Labour or Child Labour in any aspects of their own operations, and that their own suppliers and subcontractors are doing the same. In particular, Suppliers are encouraged to identify and focus on vulnerable workers and at-risk regions, where there is heightened risk for Forced Labour or Child Labour.

Requirements

4.1  Yamaha Canada expects that Suppliers maintain an active view on the inherent risk of modern slavery in their supply chain (this includes third-party certifications in relation to human rights and social compliance standards).

4.2  Suppliers are strictly prohibited from engaging in, contributing to, or benefiting from the use of Forced Labour in any aspect of its business operations.  All work performed for or on behalf of Supplier shall be voluntary, and workers shall be free to leave work or terminate their employment with reasonable notice.

4.3  Employment agreements are expected to comply with local laws and regulations, inform workers of their legal rights and employment conditions in a language understood by the worker, and be concluded before work has commenced. If employment contracts are not legally required, workers are expected to be informed of the terms and conditions of employment, in a language understood by them, prior to starting work.

4.4  Workers are expected to not pay recruitment fees or other related expenses for their employment. If it is discovered that workers have paid fees, the Supplier shall ensure that the workers are repaid in full.

4.5  Suppliers are strictly prohibited from:

• using any form of slave, forced bonded, indentured, or prison labour;
• threatening workers with or subjecting them to harsh or inhumane treatment, including sexual harassment, sexual abuse, corporal punishment, mental coercion, physical coercion, verbal abuse, or unreasonable restrictions on entering or exiting company-provided facilities;
• engaging in or benefitting from any form of human trafficking;
• requiring, as a condition of employment, a worker to deposit or surrender an original of any government-issued identification, passport, work permit, or any other documents necessary for free movement and termination of employment;
• requiring, as a condition of employment, a worker to lodge ‘deposits’ with the Supplier;
• requiring workers to pay employers’ or their agents’ recruitment fees or other similar fees to obtain their employment.

4.6  Suppliers are strictly prohibited from engaging in, contributing to, or benefiting from the use of Child Labour in any aspect of its business operations. Suppliers must exercise particular care in employing persons under the age of 18 to ensure that such employment does not constitute Child Labour as defined above. However, the use of legitimate workplace apprenticeship programs for educational benefit, which comply with all laws and regulations applicable to Supplier, is encouraged.

4.7  Where recruitment agencies/brokers are used by the supplier, appropriate due diligence and ongoing management must be undertaken to ensure that risks of worker exploitation, such as debt bondage, are effectively mitigated. Reasonable evidence of these activities is to be available to Yamaha Canada upon request, within a reasonable notice period.

4.8  Suppliers shall assess the parts of its business and supply chains that carry a risk of Forced Labour or Child Labour being used and document the steps it has taken to assess and manage that risk.

4.9  Suppliers shall used commercially reasonable efforts to train its employees on matters related to Forced Labour and Child Labour.

4.10  Suppliers shall, upon reasonable request by Yamaha Canada, be prepared to provide Yamaha Canada with a description of how the Supplier assesses its effectiveness in ensuring that Forced Labour or Child Labour are not being used in its business and supply chains. 

4.11  Suppliers shall take measures to address and resolve a suspected case of Forced Labour or Child Labour immediately upon becoming aware of the transgression and ensure that any corrective action provides for the full protection of the worker or the child, in line with principles articulated in the International Labour Organization’s Combatting Forced Labour: A Handbook for Employers & Business.

5  Environmental Management

Yamaha Canada is determined tocontinue pursuing a path to sustainability and we understand that we have a role to play in advancing environmental sustainability through our own procurement practices.

Suppliers are expected to demonstrate a clear understanding of the environmental risks, impacts and responsibilities associated with the products and services they provide.

Requirements

5.1  Suppliers shall take steps to ensure their business is conducted in a manner which proactively embraces sustainability.

5.2  Suppliers shall make all reasonable efforts to protect the environment, and to keep the impact of its activities and products on the environment as low as possible.

5.3  Suppliers are expected to obtain, maintain and comply with all environmental permits, licenses and registrations necessary for its operations.

5.4  Suppliers should have in place an effective environmental policy, statement or program to mitigate environmental risks, the implementation of which should be evident throughout all levels of the company

5.5  Environmental performance should be measured, monitored and reviewed regularly. The supplier should endeavor to make continuous improvements in environmental performance through practicable measures and employ leading practices where possible.

5.6  Emissions to air that are likely to cause pollution or contribute to climate change should be monitored, controlled and minimized where possible.

5.7  Suppliers shall make practical efforts to eliminate or reduce levels of generated waste and should reuse and recycle waste materials wherever possible. The handling, storage, movement, treatment and disposal of all waste must be carried out in accordance with applicable regulations and in an environmentally responsible manner.

5.8  Suppliers should consider the environmental credentials and performance of vendors within their own supply chain and require them to operate to a minimum set of standards.

6   Anti-Bribery and Anti-Corruption

Yamaha Canada conducts business honestly and ethically and expects all those working with us to commit to the same standard of conduct and act in compliance with anti-corruption and anti-bribery laws.

As part of Yamaha Canada’s commitment to compliance with Applicable Laws, all forms of corruption and bribery are prohibited.

Payments to public officials (federal, provincial, municipal or indigenous, domestic or foreign) are of particular concern. The Criminal Code defines “officials” as persons including those who are appointed or elected to discharge a public duty, or persons who hold a position under government or a public department. The term ‘official’ is to be interpreted broadly. In Canada and abroad, consideration must also be given as to whether individuals that are part of Indigenous governments qualify as public officials. The Canadian government has enacted legislation that formally recognizes more than 21 Indigenous-led governments.

The Criminal Code further prohibits agents from receiving or demanding a secret commission with respect to the affairs of their principals.

Anti-bribery and corruption laws generally prohibit giving, or offering to give, a reward, advantage or benefit to an agent or public official as consideration for such agent or official to do, omit to do, or to influence acts or decisions of the principal or public authority which such agent or official represents.

Requirements

6.1  Suppliers shall comply with all applicable national and international laws with respect to anti-bribery and anti-corruption, and must not engage directly or indirectly in any activities that would put Yamaha Canada at risk of violating anti-bribery and anti-corruption laws.

6.2  Suppliers must never offer, ask for, give or receive any form of bribe, kickback, any other type of improper payment, or attempt to gain influence or competitive advantage through improper means.

6.3  No payments, gifts or other benefits may be given, directly or indirectly, to public officials, political parties or political candidates for the purpose of influencing government decisions in Yamaha Canada or the Supplier’s favour or securing any other improper advantage.

6.4  Suppliers must never offer to give facilitation payments, i.e., payments to public officials to expedite or secure the performance of any act of a routine nature that is part of that official’s duties or functions.

7  Policy Implementation

Requirements

7.1  Suppliers shall develop and enforce policies and procedures to ensure compliance with all aspects of this Supplier Code. This includes ensuring transparent and accurate record-keeping to demonstrate compliance.

7.2  Suppliers shall maintain an operational-level grievance mechanism to effectively identify, address, remedy and prevent any Forced Labour or Child Labour, or other adverse human rights impacts, that may occur in connection with our business relationship. Suppliers shall ensure that any grievance mechanism that is implemented is accessible, predictable, equitable, and transparent, and based on engagement with affected stakeholders. Yamaha Canada does not tolerate retaliation or reprisal, including threats for good faith reporting or participation in a complaint process. Suppliers shall not retaliate or commit any act of reprisal against any person for good faith reporting of breaches of the Supplier Code.

Suppliers shall maintain open channels of communication with those individuals or groups of stakeholders that are likely to be adversely impacted by potential or actual human rights violations so that the occurrence or likelihood of adverse impacts may be reported without fear of retaliation.

8   Due Diligence and Risk Management

In line with the UN Guiding Principles on Business and Human Rights, we expect Suppliers to maintain appropriate risk management and/or due diligence processes to identify, prevent, address, mitigate, and account for the Forced Labour, Child Labour, human rights, and ethical risks associated with their business practices.

Suppliers should develop and track performance objectives, targets, and implementation plans, adopt self-evaluation mechanisms, and drive continuous improvement. Suppliers should self-evaluate and make improvements to meet or exceed our expectations and those of our customers as reflected in our Standards. We encourage Suppliers to continuously assess their risks specific to women and vulnerable groups, including children, indigenous peoples, and temporary or migrant workers.

Requirements

8.1  Management must develop appropriate processes to identify, monitor, and understand applicable laws and regulations to control identified risks and maintain compliance.

8.2  Suppliers must continuously monitor and enforce the standards set out in this Supplier Code in their own operations and supply chain, including with subcontractors.

MONITORING AND COMPLIANCE

Suppliers are expected to adhere with this Supplier Code and regularly monitor its conformance with this Supplier Code.  

Suppliers are required to take reasonable steps to ensure that this Supplier Code is made available throughout Supplier’s supply chains.

Anyone with reason to believe that a Supplier is not in compliance with this Supplier Code, or that the Supplier has engaged in illegal, unethical or otherwise improper conduct, is required to report such conduct to Yamaha Canada by using the following avenue:

HR and Facilities Manager – mpahalan@yamaha.ca

Investigations, Audits

While the requirements in the Supplier Code are the responsibility of the Supplier, Yamaha Canada may verify Supplier compliance with the Supplier Code through a variety of tools:

• Suppliers’ self-evaluation.
• Request information from the Supplier regarding its compliance with the Supplier Code upon Yamaha Canada’s request.
• Regular visits
• Ongoing improvement programs.
• Audit/Investigation/Evaluation of the Supplier by Yamaha Canada or a designated third party. This may include risk assessments, requests for information and documents as evidence of policies and practices, and supplier audits. Onsite audits may include a review of relevant supplier records, policies and work practices as well as inspection of the facilities for compliance with this Supplier Code.

Requirements

1.1  Suppliers shall cooperate with any audits or investigations and are expected to maintain documentation to demonstrate compliance with the Supplier Code in accordance with applicable law and the terms of any agreement(s) between Yamaha Canada and the Supplier.

1.2  Suppliers shall encourage and facilitate any communication with workers required for audits and not to take any retaliatory action whatsoever against workers who take part in this process.

1.3  Suppliers may be required to periodically confirm in writing that they meet their obligations under this Supplier Code.

Violation or Non-Compliance

1.4  Suppliers shall notify Yamaha Canada promptly of any noncompliance with the Supplier Code.

1.5  Upon request, Suppliers shall provide Yamaha Canada access to all relevant information and documents needed to verify the Supplier’s conformance with this Supplier Code.

1.6  Yamaha may itself or through a third-party auditor survey the Supplier’s premises to validate the Supplier’s conformance with the Supplier Code.

1.7  In the case of any deficiencies identified with respect to compliance with this Supplier Code:

1.7.1  Suppliers are expected to promptly take corrective action to address such identified deficiencies.

1.8  Failure to comply or remedy a non-compliance with this Supplier Code may result in:

1.8.1  Yamaha Canada providing Suppliers with a reasonable opportunity to correct the violation.

1.8.2  Enhanced monitoring, supervision, or other corrective measures.

1.8.3  Suspension or termination, in whole or in part, of the Supplier’s agreement(s) with Yamaha Canada.

1.8.4  Removal of the Supplier from the Yamaha Canada’s approved vendor list on a permanent or temporary basis

Nothing in this Supplier Code shall waive, modify, impair, abridge, or diminish any of Yamaha Canada’s rights or remedies under any agreement between a Supplier and Yamaha Canada, or at law, or in equity.