Mitsui & Co.: The DPF Incident (A) 7-0001 Mitsui & Co.: The DPF Incident (A) O PY Shoei Utsuda, the President and CEO of Mitsui & Co., sat in his office overlooking Tokyo on a particularly warm fall day in November 2004 preparing for a speech on CSR at a large symposium organized by the Nikkei. By this time, he was used to speaking in front of large groups about reforms to internal control systems put in place following the 2002 Kunashiri Island bid rigging scandal just before his appointment as CEO. With two years of hard work among many loyal employees, the company was just starting to get back on track in terms of its reputation in the Japanese and global community. T C He had decided to talk to some of his colleagues about his ideas for the speech when Mitsui’s Senior Executive Managing Officer and Chief Compliance Officer, Yasunori Yokote, came into his office looking troubled. “Mr. Utsuda, you need to cancel the speech immediately!” said the obviously concerned executive staring at him from across his expansive desk. “What are you talking about?” said Utsuda. “Some of our employees at PUREarth (a Mitsui subsidiary) have been falsifying emissions data on diesel particulate filters (DPF). These filters were sold to many government agencies, and we need to be careful of what you say publicly at this time!” O N O Utsuda sank into his leather chair. He and his colleagues had spent the better part of the last two years trying to change the culture at Mitsui to avoid such scandals from happening again. Just a few months earlier at the end of the summer, he had even sent out Mitsui’s revamped Mission-Vision-Values to all employees [see Exhibit 1]. He had also met with hundreds of employees over lunches and drinks to drive home the importance of a transparent, honest culture. And, his website, Utsuda.net, was recently launched to connect the CEO with his employees. He had faithfully posted something every two weeks and responded directly to employee emails, something quite unusual in the normally formal Japanese corporate culture. D Despite all of these efforts, however, the DPF incident, as it would come to be known, had occurred. He saw this as a slap in the face and wondered where did he and his colleagues go wrong? Was the message not getting across? And, most important of all, should he follow the advice of his compliance officer and cancel the speech for the Nikkei event given that none of this was public yet? Mitsui & Co. Mitsui & Co, based in Tokyo, was one of the largest corporate conglomerates in Japan with net income of ¥68 billion in 2004. Its businesses included trading, investment, and service enterprises through 160 offices in 79 countries. It employed 40,000 individuals across 723 This case was sponsored by the Center for International Business and prepared by Jeremy Grossas T’11, Sarah Austrin-Willis T’11, Anne Carrihill T’11, and Sewon Cho T’11 under the direction of Professor Paul Argenti and with the cooperation of Mitsui & Co. © 2011 Trustees of Dartmouth College. All rights reserved. 1 Mitsui & Co.: The DPF Incident (A) 7-0001 subsidiaries and associated companies. Its mission clearly described the global nature of the company: “transcending borders to provide necessary goods and services.” PY In 1876, the first Mitsui & Co. organization was established with the vision to “Avoid infatuation with immediate advantage. For enduring prosperity, harbor grand aspirations.” Soon after its founding, Mitsui dispatched employees across Asia and the world. The company began to focus on trade and the transfer of information and successfully moved into the role of an industry organizer. By the beginning of the 20th century, Mitsui was responsible for 25% of Japanese trade. But by the end of World War II, Mitsui was dissolved into 223 companies by order of the occupying allied forces. C O One of these 223 companies was Daiichi Bussan, which participated in the post-war growth and expansion throughout the 1950s and established itself as a major player with raw material resources as its main focus. It integrated with other trading companies and changed its name back to Mitsui & Co., Ltd. in 1959. Throughout the 1960s and 1970s, Mitsui grew alongside Japanese trade and moved into securing resources needed for the country’s growth and integrating its supply chain locally. In the 1980s, the company expanded into energy, machinery, electronics and communications. In the decades that followed, it sought to leverage its “real integrative strength.” T As a result of historical growth, by 2004, Mitsui’s business activities spanned across iron and steel products, energy and mineral resources, oil and gas, infrastructure, motor vehicles, chemicals, foods, consumer goods and IT. International activities remained a hallmark of Mitsui’s businesses. O Mitsui operated in five business areas: Petroleum and natural gas Information technology, electronics, and power plants N Minerals and metals Consumer services (including food and textiles) O Chemical production D Management was matrix-oriented. As such, the firm was split into three regions – the Americas, EMEA and Asia-Pacific – which were managed independently. Thirteen “headquarters business units” served as cross-regional, vertically integrated functions for business management [see Exhibit 2]. In 2004, Mitsui had annual revenues of ¥2.9 trillion [see Exhibit 3]. Mitsui’s equity shares were traded on the Tokyo Stock Exchange (where it was included in the Nikkei 225 and Topix indices) and on the Osaka, Nagoya, Sapporo and Fukuoka exchanges. It had ADRs listed on the NASDAQ in the United States, where it had a $27.3 billion market capitalization. Over 130,000 shareholders owned 1.8 billion equity shares. (Mitsui ADRs were delisted from NASDAQ on April 25th, 2011). This case was sponsored by the Center for International Business and prepared by Jeremy Grossas T’11, Sarah Austrin-Willis T’11, Anne Carrihill T’11, and Sewon Cho T’11 under the direction of Professor Paul Argenti and with the cooperation of Mitsui & Co. © 2011 Trustees of Dartmouth College. All rights reserved. 2 Mitsui & Co.: The DPF Incident (A) 7-0001 Sogo Shosha PY In the early years of the 21st century Mitsui & Co., Ltd. was one of Japan’s eight sogo shosha1. These trading companies had originated in the mid-twentieth century to facilitate imports and exports. They later expanded their scope, first establishing their own operations within specific industries, such as metals or textiles, then branching out to a wide variety of manufacturing, commercial, and service activities. By the 1960s, the trading companies were actively engaged in foreign direct investment, establishing numerous overseas offices and hundreds of foreign affiliates between 1960 and 1980 alone. C O The trading companies were economic powerhouses in their own right. But they also played an important role in the growth of smaller businesses. Small- and medium-sized enterprises (SMEs) in Japan relied on trading companies to connect them with markets overseas. Trading companies were instrumental in the integration of Japanese SMEs with the global supply chains of much larger foreign firms. O T The last two decades of the twentieth century saw a further shift in the trading companies’ portfolios. Services became an increasingly important part of their business mix, and manufacturing less significant. They provided a variety of business support services, which facilitated commerce between Japanese and foreign firms, including logistics, distribution, back-office outsourcing, and even liquidity and early-stage investment. As analysts at UBS Warburg saw it, trading companies had evolved far beyond their origins to become major players in many facets of the economy: N Trading companies are involved in just about every business in some fashion or another, bringing along some domestic or international expertise, although the function of simply buying something in one country to sell it in another has become a relatively small part of their business.i D O Japanese trading companies began the new century in a period of recovery, following the Asian financial crisis. In 2001 they were emerging from a period of restructuring and divestiture of less-profitable assets. Mitsui had survived the crisis better than most of its competitors. Its balance sheet was strong, its management was conservative and highlyregarded, and analysts viewed Mitsui as a “safe and sound” investment.ii However, even Mitsui was not completely unscathed. Some of its business segments, particularly chemicals, were struggling.iii The company and its management faced pressure from the investor community to bolster these segments and find new ways to grow revenue. Analysts at UBS Warburg saw Mitsui’s conservative culture as a challenge to overcome; 1 The others, in approximate order of size were Mitsubishi Corporation, Sumitomo Corporation, Marubeni Corporation, Nichimen, Nissho Iwai, Itochu Corporation, and Tomen Corporation. A ninth sogo shosha, Kanematsu, had changed its form to senmon shosha, or a specialized trading company, in 1999 (UNCTAD, 2005). Nichimen and Nissho Iwai merged in April 2003. This case was sponsored by the Center for International Business and prepared by Jeremy Grossas T’11, Sarah Austrin-Willis T’11, Anne Carrihill T’11, and Sewon Cho T’11 under the direction of Professor Paul Argenti and with the cooperation of Mitsui & Co. © 2011 Trustees of Dartmouth College. All rights reserved. 3 Mitsui & Co.: The DPF Incident (A) 7-0001 they hoped to see Mitsui “challenging their group companies with international opportunities” and “creating a sense of crisis within the firm.” With economic growth in its home economy still dampened, Mitsui needed to find the necessary revenue growth opportunities internationally. Two potential sources of growth were co-investment with existing foreign firms and greenfield investments in new ventures. Trading companies like Mitsui were uniquely positioned to serve as “IPO incubators,”iv investing in early-stage firms. O PY Mitsui’s 2001 agreement with Clean Diesel Technology, and its subsequent establishment of the PUREarth business in 2002, were intended in part to support this growth imperative. These investments also addressed the desire of investors for Mitsui to branch out into new businesses and international ventures, and to loosen the tight control by the corporate divisions. Macroeconomic context C As one of Japan’s largest trading companies, Mitsui was at the forefront of Japan’s foreign trade dominated and export-led economy. After World War II, Japan became highly industrialized, known for its efficient operations, and highly competitive in international trade. As such, it had strong ties with many nations and organizations. O T Japan’s economy had two tiers: large multinational companies and small, family owned operations. Manufacturing had been the focus of economic activity and represented 20% of GDP and the labor force. Japan’s manufacturing base was diversified, ranging from heavy industry to high technology. Japanese companies began moving to higher value-added activities after facing competition from low-cost Chinese competitors.v O N From a labor standpoint, Japan faced an aging population. Its population of 127 million people was projected to decline at an accelerating pace in the coming years. Since its peak in 1995, the working age population had fallen sharply. Meanwhile, the elderly population increased from 7% to 20% of the total population in only 35 years (versus a projected 86 years in the US and 156 years in France). These challenges aside, Japan’s population was well-educated and highly literate. D Natural resources in Japan were limited. Only 30% of the land was inhabitable, which not only constricted resource availability but drove up the price and competition for land. Despite a highly developed train network, other transportation resources were regulated and oftentimes congested. From an energy standpoint, Japan was the world’s fourth largest consumer. It depended on imported energy for most of its requirements, although past oil shocks encouraged efforts in energy efficiency. Oil accounted for 40% of the total primary energy supply. Changes in Japanese Corporate Culture This case was sponsored by the Center for International Business and prepared by Jeremy Grossas T’11, Sarah Austrin-Willis T’11, Anne Carrihill T’11, and Sewon Cho T’11 under the direction of Professor Paul Argenti and with the cooperation of Mitsui & Co. © 2011 Trustees of Dartmouth College. All rights reserved. 4 Mitsui & Co.: The DPF Incident (A) 7-0001 Facing a deep recession in the 1990s, many Japanese companies restructured, laying off workers and changing promotion and compensation schemes. These restructurings were a significant shift from the corporate culture based on lifetime employment and senioritybased compensation which were developed during the post-war era and had allowed Japanese companies to flourish domestically and globally. PY The concept of lifetime employment as traditionally found in Japanese companies could be described as follows: Workers become employed right after their graduation from school with a particular company. The employer will not layoff his workers if possible even in the course of depression. The employee in turn will not quit his job at this company and will continue working there until he reaches his retirement age.vi C O Although not guaranteed by a written agreement or contract, the lifetime employment system was more than a gentlemen’s agreement. Some academics even dubbed the system a “kintract,” the combination of kinship and contract, rooted in Japan’s feudal history.vii The employee’s bond with the company was so strong that it became a part of one’s identity, and company loyalty was one of the highest virtues that modern “Samurais” should pursue. O T However, the situation began to change once the economy entered a long recession in the mid-1990s. As companies went through restructuring, they introduced various systems to increase labor flexibility. According to a survey conducted by the Labor Ministry in 1996, about one-third of Japanese companies were trying to cut employment.viii Average new employment by the largest 1% of firms dropped from 23,000 in 1993 to only 17,400 in 2002.ix Japanese firms began to depend more on contract and temporary employees (haken) dispatched by staffing agencies.x O N Companies also experimented with applying American-type HR systems of merit-based payment instead of lifetime employment and seniority-based payment (see Exhibit 4). According to a survey at the time by RIETI (Research Institute of Economy, Trade & Industry), an incorporated administrative agency, 36% of firms implemented an employment adjustment policy over the period of 2000-2003, reducing 15% of the workforce on average, as by 2004.xi D These driving forces affected all sectors, including trading companies: In the late 1990s, the most important priorities for trading companies were to reduce costs and secure profits. …Trading companies sought to streamline and flatten their organizations and minimize costs by reducing the number of executives and middle-management positions. They adopted profit-focused policies and enforced their emphasis on results through evaluation systems that focused on shortterm, quantitative outcomes.xii Mitsui for example, while maintaining lifetime employment, switched from an age-based remuneration scheme to a results-based scheme in 1999, affecting remuneration from 2000 onwards. Likewise, in 1999 the company changed the salary calculation system based on This case was sponsored by the Center for International Business and prepared by Jeremy Grossas T’11, Sarah Austrin-Willis T’11, Anne Carrihill T’11, and Sewon Cho T’11 under the direction of Professor Paul Argenti and with the cooperation of Mitsui & Co. © 2011 Trustees of Dartmouth College. All rights reserved. 5 Mitsui & Co.: The DPF Incident (A) 7-0001 qualifications it had developed in the 1970s to put more emphasis on the ability to attain quantified targets. PY The change in the remuneration system resulted in a marked tendency to focus on work that could easily be reflected in numbers, and in the undervaluation of other contributions that could be expected to provide long-term benefits but were difficult to quantify numerically, such as the development of positive and trusting relationships with customers, the improvement of business environments, and the training of subordinates.xiii O With the gradual erosion of traditional management principles, the working environment within many Japanese companies and employees’ sense of duty and commitment began to change. In a survey by the Labor Ministry in 1987, only 42.3% of employees answered that they would switch to a more satisfying job rather than keep a frustrating one. By 1995, the number of employees willing to move to more satisfying jobs rose to 63.4%.xiv It became more acceptable in Japanese society to change companies in pursuit of advancement and job satisfaction. O T C A new generation of workers in Japan had started to separate personal goals from those of their companies. The rise of the NEET (Not in Education, Employment, or Training) phenomenon marked a stark contrast with the previous generation’s work ethic. An estimated 400,000 people between the ages of 15 and 24 were in the category of NEET in 2003, five times the figure in 1997.xv These NEET groups were different from traditional unemployed, as they gave up or chose not to work. In an interview with the BBC, a NEET young man said, “I realized that life is very short, so I don't have any time. Life is only for joy....I like losers like me.”xvi N Corporate scandals and whistleblowers O Over time, changes in Japanese corporate culture and remuneration schemes during the “lost decade”xvii eroded the social contract and led Japanese employees to feel fewer obligations towards their companies. Japanese employees became more inclined to speak out and denounce any wrongdoing, either to defend public interest or to protect themselves from possible prosecution.xviii D This increase in employee whistleblowing contributed to the revelation of a series of corporate scandals in the late 1990s and early 2000s, which rocked the Japanese corporate establishment Mitsubishi In July 2000, Mitsubishi Motors Corp, the fourth largest Japanese automobile and truck manufacturer at the time, admitted to covering close to 30 quality defects in its vehicles following an anonymous telephone tip by a company insider. It was discovered that Mitsubishi had systematically withheld critical data on various product defects going back as far as the 1970s. These defects ranged from failing brakes and fuel leaks to malfunctioning This case was sponsored by the Center for International Business and prepared by Jeremy Grossas T’11, Sarah Austrin-Willis T’11, Anne Carrihill T’11, and Sewon Cho T’11 under the direction of Professor Paul Argenti and with the cooperation of Mitsui & Co. © 2011 Trustees of Dartmouth College. All rights reserved. 6 Mitsui & Co.: The DPF Incident (A) 7-0001 clutches, engine fires and loose axles which caused several fatal accidents. Katsuhiko Kawasoe, president of Mitsubishi at the time, was forced to step down as a result. PY In 2002, a Japanese woman, Shiho Okamoto, was killed in an accident involving a Mitsubishi Fuso truck’s wheel crashing into her vehicle. In the ensuing investigation, Mitsubishi claimed that poor maintenance by the truck operator was to blame. However, as momentum and media coverage picked up around this incident, a manufacturing process defect was discovered to cause the hubs to break off and wheels to fall off the axles. Some 50 such accidents involving Mitsubishi Fuso trucks (spun off in 2003 to Daimler- Chrysler) had been classified by the company as being the result of improper use and maintenance by users. O These revelations led to a criminal investigation in the spring of 2004, a raiding of Mitsubishi’s corporate headquarters, and ultimately the arrest of 7 former executives including former president Katsuhiko Kawasoe and ex-vice president Takashi Usami on charges of negligence and falsifying documents.xixxx In total, close to one million cars and trucks were recalled by Mitsubishi Motors and Mitsubishi Fuso. N Snow Brand O T C The Mitsubishi scandal, considered one of the largest corporate scandals in Japanese history, stirred public opinion and politicians. Japan’s Transport Minister at the time, Nobuteru Ishihara accused the company of being “extremely evil” and having “malicious intent.”xxi Over 40 prefectures and local governments banned the purchase of Mitsubishi vehicles and the Japanese media increased their scrutiny of incidents involving Mitsubishi cars and trucks. “National regulators, stung by criticism that the discovery of the company's second cover-up in four years came only after an investigation by a local police force, are now randomly stopping Mitsubishi trucks and buses for inspections and demanding weekly updates from the automakers on internal reviews.”xxii O Snow Brand Milk Products, a major Japanese food conglomerate, was also struck by a series of scandals in 2000-2002, which shocked public opinion. Until then, the public had placed a high level of trust in the food supply chain. The incidents at Snow Brand marked the beginning of intensified public scrutiny of food suppliers which ultimately led to unveiling inappropriate actions at other mainstream food companies. D Snow Brand’s first scandal was a food-poisoning incident in the summer of 2000 during which 14,800 people in Western Japan became sick after consuming milk and milk-based products that had been contaminated by bacteria.xxiii The source of the bacteria was traced back to a valve which had not been regularly cleaned and maintained. The company initially attempted to cover information about the full extent of the incident, alleging that the valve was rarely used although it was in fact used daily.xxiv Company President Tetsuro Ishikawa and seven executives resigned to take responsibility for mismanaging the situation.xxv In February 2002, Snow Brand was hit by another scandal. The company admitted to relabeling 13.8 tonsxxvi of Australian beef to pass it off as Japanese and receive government subsidies aimed at helping domestic Japanese meat production affected by an outbreak of This case was sponsored by the Center for International Business and prepared by Jeremy Grossas T’11, Sarah Austrin-Willis T’11, Anne Carrihill T’11, and Sewon Cho T’11 under the direction of Professor Paul Argenti and with the cooperation of Mitsui & Co. © 2011 Trustees of Dartmouth College. All rights reserved. 7 Mitsui & Co.: The DPF Incident (A) 7-0001 mad cow disease in Japan. Shortly after, the company admitted to extending the expiration date on 760 tons of frozen butter that had aged beyond the 18-month limit. Whistleblowing PY In 2002, Time Magazine’s People of the Year included three individuals who revealed their own organizations’ misconduct - Cynthia Cooper of WorldCom, Sherron Watkins of Enron, and Coleen Rowley of the FBI who exposed the agency's slow action prior to the September 11 attacks. When Time globally recognized these three whistleblowers, Japanese society was also experiencing significant changes in its attitude toward whistleblowing. Until the early 1990s, when Japanese firms were able to provide lifetime employment and enjoy strong loyalty from the employees, whistleblowing was almost non- existent in Japan. O T C O Alongside the economic and psychological changes that led to the deterioration of employee commitment to the companies, scandals raised public awareness about the need for a system to detect and expose bureaucratic or corporate malfeasance. Etsuko Kawada, a nonpartisan Diet member whose hemophiliac son contracted HIV from a tainted blood transfusion along with hundreds of others, fought against the Ministry of Health, Labor and Welfare and drug companies who were well aware that the blood was contaminated but hid the fact to protect the domestic pharmaceutical industry. In 2002, she drafted legislation for the Public Interest Disclosure Law to provide a safer environment for the whistleblowers, “a line of defense against corporate and bureaucratic malfeasance”.xxvii The Kunashiri Incident D O N Mitsui had also been affected by the rise in scandals in Japan. On July 3, 2002, three Mitsui employees were arrested by the Special Investigation Branch of the Tokyo District Public Prosecutor’s Office, which had been investigating the suspicions of Diet member Muneo Suzuki. One of these employees was the head of the industrial project team. According to the investigation, the employees tried to rig the bidding process to win the diesel power plant project on the Russian-held island of Kunashiri off of Hokkaido. To win the project, Mitsui employees illegally gained information on the scheduled price from the officer in charge at the Ministry of Foreign Affairs and also persuaded rival companies to withdraw from participation in the bidding. As a result, Mitsui had made a successful bid of ¥1,992,270,000, which amounted to 99.9% of the ministry’s scheduled price. They also blocked rival trading companies from participating in the bidding, and instead brought in two other companies that had no interest in the business.xxviii A few weeks later, when two of the arrested employees were indicted, chairman of the board Shigeji Ueshima and the president and CEO Shinjiro Shimizu offered to take 20 percent pay cuts for three months to accept responsibility for the crimes committed. However, matters worsened when in August it was reported that one of the arrested employees was under investigation by the Prosecutor’s Office for suspicions of bribing This case was sponsored by the Center for International Business and prepared by Jeremy Grossas T’11, Sarah Austrin-Willis T’11, Anne Carrihill T’11, and Sewon Cho T’11 under the direction of Professor Paul Argenti and with the cooperation of Mitsui & Co. © 2011 Trustees of Dartmouth College. All rights reserved. 8 Mitsui & Co.: The DPF Incident (A) 7-0001 government officials in Mongolia to win a power plant contract. In September 2002, Mitsui’s chairman, Shigeji Ueshima, who was then a vice chairman of the Nippon Keidanren, and president, Shinjiro Shimizu, resigned to take responsibility under pressure from an outraged public and the Japanese media. O PY Mitsui’s handling of the crisis was sharply criticized. The company faced severe criticism from society, particularly because the incident was connected with government funds. Public disclosure had come late after the company spent time verifying information and debating internally about how the disclosure should be made. Each decision was conducted according to traditional Japanese management practices, with consensus-building carried out across various departments including Corporate Communications, Corporate Planning and Strategy, and Legal. As a result, reaction time was slow and information given to the media was minimal and strictly controlled. Overall, this gave the impression the company was still trying to hide information, further exacerbating media scrutiny of the incident. xxix T C Critiques also pointed out that the root causes lay in Mitsui’s fundamental management approach, not in a few overzealous employees’ aggressive approach. In the late 1990s, trading companies were focusing on reducing costs and securing profits. Along with such a shift in focus, the companies introduced the principle of competition and differentiating salaries to take the best value out of each employee. Evaluation was based mainly on quantitative values, such as year-on-year sales growth or progress toward targets. However, as there was no recognition for contributions that could not be measured numerically, the system led to a decline in employee morality.xxx N O Along with the resignation of the Chairman and CEO, the Kunashiri incident led to a management reshuffle in October 2002. Shoei Utsuda, who had previously been a senior executive managing officer, was appointed President and CEO. Shoei Utsuda O Shoei Utsuda was born in 1943 and graduated from University of Tokyo in 1967 with a Bachelor of Science. He joined Mitsui upon graduation and was shortly thereafter sent to the United States to study at Dartmouth College as a special student for the 1969-1970 academic year. D From 2000 to 2002, Utsuda was in charge of reorganizing Mitsui’s vast holdings into five business areas: Petroleum and natural gas Information technology, electronics, and power plants Chemical production Minerals and metals This case was sponsored by the Center for International Business and prepared by Jeremy Grossas T’11, Sarah Austrin-Willis T’11, Anne Carrihill T’11, and Sewon Cho T’11 under the direction of Professor Paul Argenti and with the cooperation of Mitsui & Co. © 2011 Trustees of Dartmouth College. All rights reserved. 9 Mitsui & Co.: The DPF Incident (A) 7-0001 Consumer services (including food and textiles) In April 2002 Utsuda's reorganization reached the top of Mitsui when he reduced the size of the company's board of directors from 38 to 11. PY Shortly after Mitsui’s Chairman and CEO resigned following the Kunashiri Island bidrigging incident, Utsuda was appointed CEO in October of 2002. “My top priority at that time was to reform internal controls and corporate compliance.”xxxi The press, however, pushed for Utsuda to resign since he had been an advisor to former president Shimizu. Utsuda instead proposed a 20% pay cut for himself and insisted that he had the full support of the company’s board members and that it was his “destiny” to serve as CEO.xxxii C O On September 16, 2002, Utsuda told a press conference, “There was an absence of a strong sense of morality and of high ideals” in Mitsui & Co.'s management.xxxiii He quickly announced his intention to deeply reform the company’s culture. The transformation he envisioned went beyond the culture and tackled a redefining of the company’s place in the world. As a result, Utsuda launched an organizational reform program aimed at tackling the root causes of the Kunashiri incident focused on changing the mindset of employees and establishing a management platform centered on internal controls and compliance. N O T To keep Mitsui’s employees motivated and on board with the transformation the company was about to create, he issued a message to all employees stating that Mitsui would aspire to go back to the goal of “Challenge and Innovation.” He further requested that employees be fully compliant with the law, regulations and company’s rules and asked for everyone’s efforts to help restore the company’s reputation. Utsuda also went back to the words of Mitsui’s founder, Takashi Masuda, who recommended to his employees to “avoid infatuation with immediate advantage.”xxxiv The company had been around since 1879 and had survived since thanks to these basic principles. It was now, more than ever, time to return to those values. As Masuda had stated: “above all else, in business, being trusted is paramount.”xxxv O Finally, Utsuda listed four values as criteria for decisions and actions by Mitsui’s employees in his statement: We always stand alongside our customers. We recognize that trust is the foundation for all of our business activities. We use our integrated strengths to create value through the fusion of goods, services and businesses. We aim to evolve in the world as a global enterprise with origins in Japan.xxxvi D In addition to the ethical issues affecting the company, the business model of sogo shosha was changing and Utsuda wanted to make sure that Mitsui could transform itself into a dynamic value-creating organization. In April 2003, Utsuda rolled out his strategy for This case was sponsored by the Center for International Business and prepared by Jeremy Grossas T’11, Sarah Austrin-Willis T’11, Anne Carrihill T’11, and Sewon Cho T’11 under the direction of Professor Paul Argenti and with the cooperation of Mitsui & Co. © 2011 Trustees of Dartmouth College. All rights reserved. 10 Mitsui & Co.: The DPF Incident (A) 7-0001 Business Process Re-engineering (BPR) and declared a new vision for Mitsui as a “global business enabler” with a strong focus on how Mitsui’s employees were the core drivers of value for the company. PY To give weight to his ideas and ensure that all employees were on board, Utsuda arranged for the republishing and redistribution of Mitsui’s history, “Chosen to sozo” (Challenge and Innovation), initially published in 1976. He also instituted small group meetings with employees once or twice a month to discuss face-to-face the company’s goals, BPR, and other issues, with the aim of making himself more accessible. Utsuda communicated directly with employees through initiatives such as the periodic “CEO Column” or “Utsuda.net” where employees could send questions directly to the CEO. O In August 2004, Utsuda again addressed Mitsui’s employees and announced a new management philosophy (Mission-Vision-Values) [see Exhibit 1], the establishment of basic CSR Policy, the creation of a CSR Promotion Committee, and an Advisory Committee to Board of Directors. In this message, he again looked to Mitsui’s roots to instill the values core to the company’s founding principles in all employees.xxxvii N O T C Utsuda also wanted these principles to be fully understood by his employees or they would “just amount to painting pictures on the sand”xxxviii. He created Utsuda.net, a website which would allow him to connect directly with employees through blog-type postings in which he described his daily activities, meetings and thoughts about the company. He also enabled employee emails to be sent directly to him and would thus engage in one-on-one discussions with employees, thus making it easier for employees to speak up and voice their concerns. Another attempt to create an open culture were the frequent round-table lunches or “after 5 p.m.” drinking parties in order to trigger a dialogue with employees of different levels across the company. These efforts went beyond the traditional human resource development seminars during which employees were trained on the company’s mission-vision-values. PUREarth and Diesel Particulate Filters (DPF) D O DPF, or diesel particulate filter, was a device designed to remove diesel particulate matter or soot from the exhaust gas of a diesel engine, by simply being attached to exhaust pipes and mufflers [see Exhibit 5]. In 1999, the Tokyo Metropolitan Government, under newly-elected Governor Shintaro Ishihara, announced “Operation No Diesel,” and restrictions on diesel vehicles running in Tokyo and the three adjacent prefectures (Kanagawa, Saitama, and Chiba) to be effective from October 2003. To satisfy these new emissions standards, haulage companies had to either purchase new vehicles or install purifying units such as DPF. However, the price of DPFs was a deterrent, selling for ¥1 million. To relieve the financial burden to the companies, the Tokyo government provided up to ¥400,000 in subsidies for the commercial purchase of DPFs. To be eligible for the government subsidy, the DPF product had to be designated as a Certified Particulate Matter Reduction System beforehand. This case was sponsored by the Center for International Business and prepared by Jeremy Grossas T’11, Sarah Austrin-Willis T’11, Anne Carrihill T’11, and Sewon Cho T’11 under the direction of Professor Paul Argenti and with the cooperation of Mitsui & Co. © 2011 Trustees of Dartmouth College. All rights reserved. 11 Mitsui & Co.: The DPF Incident (A) 7-0001 PY Capturing this new demand, Mitsui entered the DPF market through a partnership with Clean Diesel Technology (CDT), a specialty chemical company in the United States. The original agreement with CDT signed in July 2001 granted Mitsui an exclusive license for the use of CDT's patented technology in Japan. On September 2, 2002, Mitsui invested ¥200 million to set up its PUREarth subsidiary, which was in charge of mass producing the SOW301B filter. While PUREarth manufactured the filter devices in Japan, CDT provided application engineering and marketing in the U.S., as well as managing the CARB (California Air Resources Board) and EPA (Environmental Protection Agency) verification programs. Data Falsification C O The first false data was submitted on February 18, 2002, when Mitsui applied for certification. The data was taken from multiple DPFs including those which had different specifications from the SOW-301B filter. A DPF with a smaller wire diameter mesh filter was used for the performance test to achieve a higher particulate matter filtration ratio, whereas another DPF with a larger wire diameter mesh filter was used for the endurance test to show higher durability. In other words, the DPF that were actually supplied to the Japanese market turned out not to meet the government regulations. T Later in July 2002, Mitsui fabricated data again in the application for the exterior modification of its DPF, where the same method of merging data from different products was used to make the test results exceed government requirements. N O In the quality test attended by Tokyo government officials in January 2003, it was detected that the SOW-301B's filtration could capture only about 40% of particulate matter from engine exhaust, when the government’s requirement was 60% or more. Upon detection, PUREarth agreed to replace DPFs on 143 metropolitan buses free of charge, but it did not take action for the same low-performance DPFs on 518 buses run by private operators. Moreover, to recover the loss from the free replacement, the company resold the DPFs removed from the 143 buses to bus operators in other prefectures at prices between ¥400,000 and ¥600,000.xxxix D O In the meantime, PUREarth had been extending its partnership with CDT. In January 2003, the two companies made definitive amendments to their original agreement. While the original agreement limited PUREarth’s usage right for CDT’s propriety technology over stationary applications in Japan only, the new amendment included an extension to cover mobile applications in Japan. By June 2004, PUREarth was taking responsibilities for design, manufacturing, and marketing of a proprietary filter under the PUREcat™ trade name, for which CDT applied for EPA verification along with its own catalyst.xl Throughout Japan, PUREarth had sold 21,500 units of DPFs, which accounted for 30% of the market share or ¥20 billion in sales, making it the market leader.xli With such a high market share, the total subsidies provided to PUREarth’s customers by four local governments (Tokyo, Chiba, Saitama and Kanagawa) were reported to reach around ¥6 billion.xlii This case was sponsored by the Center for International Business and prepared by Jeremy Grossas T’11, Sarah Austrin-Willis T’11, Anne Carrihill T’11, and Sewon Cho T’11 under the direction of Professor Paul Argenti and with the cooperation of Mitsui & Co. © 2011 Trustees of Dartmouth College. All rights reserved. 12 Mitsui & Co.: The DPF Incident (A) 7-0001 The Revelation The two-year long fraud was detected in an unexpected way. In the summer 2004, to conduct Mitsui’s periodic internal audit, Mitsui placed a designated auditor at PUREarth. Soon afterward, on November 12, a low-level Mitsui employee disclosed his involvement in data falsification to his supervisor, who then reported it to the department head the following day. It was on November 16 that Utsuda first received the report.xliii D O N O T C O PY As he looked at the startled face of his colleague, he thought about the potential for all of the hard work by so many at Mitsui going up in smoke as a result of a new scandal. Was the speech he was about to give exactly the right forum to release this revelation, or did he need to think about the timing more carefully. What would happen if someone else released this information first? And, most importantly, what was the right thing to do in this situation? This case was sponsored by the Center for International Business and prepared by Jeremy Grossas T’11, Sarah Austrin-Willis T’11, Anne Carrihill T’11, and Sewon Cho T’11 under the direction of Professor Paul Argenti and with the cooperation of Mitsui & Co. © 2011 Trustees of Dartmouth College. All rights reserved. 13 Mitsui & Co.: The DPF Incident (A) 7-0001 Case Questions D O N O T C O PY 1. What should Utsuda do immediately? 2. In the longer run, how should he go about to make sure the company’s core values are understood and internalized by employees? How could he change the company’s culture in depth? 3. Evaluate the strategy Utsuda put in place for Mitsui. 4. How would you assess Utsuda as a leader? This case was sponsored by the Center for International Business and prepared by Jeremy Grossas T’11, Sarah Austrin-Willis T’11, Anne Carrihill T’11, and Sewon Cho T’11 under the direction of Professor Paul Argenti and with the cooperation of Mitsui & Co. © 2011 Trustees of Dartmouth College. All rights reserved. 14 Mitsui & Co.: The DPF Incident (A) 7-0001 Exhibit 1: Corporate Mission-Vision-Values Mission: Strive to contribute to the creation of a future where the aspirations of the people can be fulfilled. Values: Build trust with fairness and humility. PY Vision: Aim to become a global business enabler that can meet the needs of our customers throughout the world D O N O T C O Aspire to set high standards and to contribute to society. Embrace the challenge of continuous innovation. Foster a culture of open-mindedness. Strive to develop others and oneself to achieve full potential. This case was sponsored by the Center for International Business and prepared by Jeremy Grossas T’11, Sarah Austrin-Willis T’11, Anne Carrihill T’11, and Sewon Cho T’11 under the direction of Professor Paul Argenti and with the cooperation of Mitsui & Co. © 2011 Trustees of Dartmouth College. All rights reserved. 15 Mitsui & Co.: The DPF Incident (A) 7-0001 D O N O T C O PY Exhibit 2: Mitsui Organizational Structure This case was sponsored by the Center for International Business and prepared by Jeremy Grossas T’11, Sarah Austrin-Willis T’11, Anne Carrihill T’11, and Sewon Cho T’11 under the direction of Professor Paul Argenti and with the cooperation of Mitsui & Co. © 2011 Trustees of Dartmouth College. All rights reserved. 16 Mitsui & Co.: The DPF Incident (A) 7-0001 Exhibit 3: Mitsui & Co. Financials 2004 (Year ending March 31, 2004) 2,970 611 129 40 79 68 (34) O For the Year: Revenues Gross Profit Operating Income Equity in Earnings of Associated Companies Income from Continuing Operations Net Income Free Cash Flows PY Billions of JPY 2004 2003 2002 6,716 963 638 2,541 7.5% 2,475 537 81 24 61 55 51 6,541 862 695 2,500 3.5% 6,668 915 634 2,619 6.3% D O N O T C At Year-End: Total Assets Total Shareholders' Equity Cash and Cash Equivalents Long-term Debt, less Current Maturities Return on Equity (ROE) 2,778 566 102 15 39 31 48 Source: Company Annual Report This case was sponsored by the Center for International Business and prepared by Jeremy Grossas T’11, Sarah Austrin-Willis T’11, Anne Carrihill T’11, and Sewon Cho T’11 under the direction of Professor Paul Argenti and with the cooperation of Mitsui & Co. © 2011 Trustees of Dartmouth College. All rights reserved. 17 Mitsui & Co.: The DPF Incident (A) 7-0001 C O PY Exhibit 4: American-type (A-type) vs. Japanese-type (J-type) Employment System, 2003 D O N O T Gregory Jackson, “The Changing Role of Employees in Japanese Corporate Governance: Participation, Adjustment and Distributional Conflict”, REITI Symposium, October 20, 2004 This case was sponsored by the Center for International Business and prepared by Jeremy Grossas T’11, Sarah Austrin-Willis T’11, Anne Carrihill T’11, and Sewon Cho T’11 under the direction of Professor Paul Argenti and with the cooperation of Mitsui & Co. © 2011 Trustees of Dartmouth College. All rights reserved. 18 Mitsui & Co.: The DPF Incident (A) 7-0001 D O N O T C O PY Exhibit 5: Diesel Particulate Filter (DPF) This case was sponsored by the Center for International Business and prepared by Jeremy Grossas T’11, Sarah Austrin-Willis T’11, Anne Carrihill T’11, and Sewon Cho T’11 under the direction of Professor Paul Argenti and with the cooperation of Mitsui & Co. © 2011 Trustees of Dartmouth College. All rights reserved. 19 Mitsui & Co.: The DPF Incident (A) 7-0001 Endnotes i O T C O PY Williams, T. and Ishida, N. “A New Look – Japan’s Trading Companies.” UBS Warburg, July 25, 2000. ii Williams and Ishida (2000). iii Soejima, T. “Japan Trading Companies: 1H Results Good Overall; Core Earnings Power is Up.” Morgan Stanley Dean Witter Equity Research, November 17, 2000. iv Williams and Ishida (2000). v Economist Intelligence Unit. “Japan: Country Profile.” 2008. vi Kazuo Koike, "Nihonteki Koyo Kanko" ["Japanese Employment Practices"] in Toyokeizai Shinposha, ed., Keizaigaku Daijiten [Encyclopedia of Economics] (Tokyo, Toyokeizai Shimpo Sha, 1980), Vol. II, pp.100-OS. vii Yamaguchi Kazuo, The State and Change in the "Lifetime Employment" in Japan: From the End of War Through 1995, RIETI, November 2004. viii Sheryl WuDunn, “Lifetime Employment Is No Longer a Given at Japanese Companies,” New York Times, June 12, 1996. ix Gregory Jackson, “The Changing Role of Employees in Japanese Corporate Governance: Participation, Adjustment and Distributional Conflict”, REITI Symposium, October 20, 2004. x Yamaguchi Kazuo, RIETI, November 2004. xi Gregory Jackson, REITI Symposium, October 20, 2004. xii Ikujiro Nonaka, “Nagare wo keiei suru”(“Managing Flow”), Chapter 6. xiii “Nagare wo keiei suru”, Chapter 6, Ikujiro Nonaka. xiv Sheryl WuDunn, New York Times, June 12, 1996. O N xv Akemi Nakamura, “Being NEET not so neat for nation's youth”, The Japan Times, June 19, 2004. xvi Sarah Buckley, “Japan’s free spirits”, BBC News, September 30, 2004. xvii Lost decade: term used to describe the economic recession of the 1990s. xviii “In Shift for Japan, Salarymen Blow the Whistle”, Martin Fackler, The New York Times, June 7, 2008. xix “Former Mitsubishi bosses arrested”, BBC News, May 6, 2004. xx “Safety Scandal Shames Mitsubishi”, Anthony Faiola, The Washington Post, July 6, 2004. xxi “Japanese police arrest seven former Mitsubishi executives” Reuters, December 5, 2004. D xxii “Safety Scandal Shames Mitsubishi”, Anthony Faiola, The Washington Post, July 6, 2004. xxiii http://brandfailures.blogspot.com/2006/12/brand-pr-failures-snow-brand-milk.html. xxiv “Snow lied after milk poisoning case”, Japan Times, July 5, 2000. xxv http://www.mallenbaker.net/csr/crisis04.html. xxvi “Snow to halt beef sales”, Japan Times, January 26, 2002. xxvii Hiroko Tashiro, “Breaking Japan’s conspiracy of silence”, Time, July 22, 2002. xxviii Mitsui & Co., LTD. “The Spirit of Mitsui & Co.- Our Legacy in Our Own Words,” p128, 2007. xxix Interview of Mr. Kimura, Mitsui Corporate Communications, May 10, 2011. xxx “Nagare wo keiei suru”, Chapter 6, Ikujiro Nonaka. xxxi Chairman Utsuda, Address to Tuck School of Business Students, October 12, 2010, http://mba.tuck.dartmouth.edu/cib/Utsuda_October2010.html. This case was sponsored by the Center for International Business and prepared by Jeremy Grossas T’11, Sarah Austrin-Willis T’11, Anne Carrihill T’11, and Sewon Cho T’11 under the direction of Professor Paul Argenti and with the cooperation of Mitsui & Co. © 2011 Trustees of Dartmouth College. All rights reserved. 20 Mitsui & Co.: The DPF Incident (A) 7-0001 O PY xxxii New Mitsui president vows change in company mentality, Asian Economic News, Sept 16, 2002. xxxiii New Mitsui president vows change in company mentality, Asian Economic News, Sept 16, 2002. xxxiv “Sogo Shosha’s Challenges and Opportunities”, presentation by Chairman Utsuda at The Foreign Correspondent’s Club of Japan, October 30, 2008. xxxv Mitsui Co. History, Yoshiya Watanabe, Mitsui & Co. HRD Institute. xxxvi “Nagare wo keiei suru”, Ikujiro Nonaka. xxxvii “Nagare wo keiei suru”, Ikujiro Nonaka. xxxviii “Regaining Trust”, Ernst & Young Seminar, Shoei Utsuda, December 16, 2005. D O N O T C xxxix “Ex-Mitsui officials held over scam,” The Daily Yomiuri, June 15, 2005. xl “Clean Diesel Technologies Receives EPA Verification for Second Diesel Retrofit System; System Developed with Mitsui/PUREarth Reduces Soot by Up To 75 Percent,” Business Wire, June 7, 2004. xli “The Spirit of Mitsui & Co.- Our Legacy in Our Own Words,” p130. xlii “Tokyo police probe Mitsui & Co over alleged data fabrication,” AFX European Focus, December 27, 2004. xliii Interview with Chairman Utsuda, June28, 2011; ”Mitsui admits to diesel filter scam,” The Nikkei Weekly, November 29, 2004. This case was sponsored by the Center for International Business and prepared by Jeremy Grossas T’11, Sarah Austrin-Willis T’11, Anne Carrihill T’11, and Sewon Cho T’11 under the direction of Professor Paul Argenti and with the cooperation of Mitsui & Co. © 2011 Trustees of Dartmouth College. All rights reserved. 21