Corporate Governance
Basic Policy regarding the Internal Control System

Basic Policy regarding the Internal Control System

Our company's basic policy for our internal control system, which we continually strive to maintain, is as below.

• A system to ensure that the execution of duties by officers and employees of the company's Group complies with laws and regulations and the articles of incorporation.

  • The Board of Directors of each Group company shall establish internal regulations regarding the execution of duties, such as the regulations of the Board of Directors and the regulations for official authority, and the officers and employees of the company's Group shall execute their duties in accordance with the established internal regulations.
  • The Company's Representative Director shall clarify the social responsibilities of the company's Group by establishing a management philosophy and compliance policy, and shall communicate these to the company's Group's officers and employees to ensure that compliance with laws, regulations, and social ethics is a prerequisite for business activities.
  • To ensure that the officers and employees of the company's Group perform their duties in compliance with laws, regulations, the articles of incorporation, and other internal rules and regulations, the company shall establish a compliance committee and appoint our President & CEO as the head of the committee in order to develop a Group-wide compliance system, as well as to identify problems.
  • A system shall be established to ensure that any compliance issues discovered by officers or employees of the company's Group are promptly reported to the company's compliance committee.

• A system to store and manage information related to the execution of duties by the company's directors.

  • The company shall record and store information related to the execution of duties by directors in documents in accordance with the Group's document management regulations.
  • The company's directors and audit & supervisory board members shall have access to such documents at all times in accordance with the Group regulations for document management.

• Regulations and other systems related to managing the risk of loss of the company's Group

  • The company's President & CEO shall be appointed as the person in overall charge of risk management, and a risk management committee shall be established at the company to centrally manage risks to the company's Group, in order to ensure information sharing, mutual cooperation, accurate judgment, and prompt responses among related departments.
  • For each risk, a department responsible for each risk category in each business shall be designated, and each department shall examine risk countermeasures, implement training, and create manuals, etc.

• A system to ensure the efficient execution of duties by directors and other officials of each Group company.

  • Establish rules for official authority and decision-making through internal regulations (such as the regulations for official authority).
  • The company's Board of Directors shall determine management plans, set performance targets and budgets for each business company based on the management plans, and implement monthly and quarterly performance management.

• A system for reporting to the company the execution of duties by directors and other officials of the company's subsidiaries.

  The company shall establish regulations for management of affiliate companies, and establish a system to ensure that directors, for example, of the company's subsidiaries, report to the Board of Directors of the company on matters pertaining to the performance of their duties, and seek approval from the Board of Directors of the company on important matters.

• A system to ensure the appropriateness of business operations in our company's Group.

  • Based on internal regulations such as the Basic Internal Control Global Regulations, the Company will establish a framework to ensure fair business operations within its Group.
  • The compliance committee and risk management committee shall provide necessary guidance and support to Group companies. In addition, a compliance control department and risk management control department shall be established in the company in order to create a system that ensures the appropriateness of operations of the entire Group.
  • The internal audit department of the company shall implement internal audits of each Group company, and report the results to the responsible department and the responsible person of each Group company. The responsible department of the company shall provide guidance on measures to improve internal controls, as well as support and advice on implementation of such measures, as necessary.

• Matters concerning employees to assist the company's Audit & Supervisory Board Member when the board requests the appointment of such employees, matters concerning the independence of such employees from the company's directors, and matters related to ensuring the effectiveness of instructions issued to such employees.

  • The company shall assign employees to assist the company's Audit & Supervisory Board Member in their duties as necessary.
  • The company's Audit & Supervisory Board shall receive reports regarding personnel changes of employees belonging to the board from the directors of the company in advance, and when necessary, may, after stating their reason, request the company's directors to perform such personnel changes.

• A system for officers and employees of the company's Group to report to the company's Audit & Supervisory Board Member, and other systems related to reporting to the board.

  • Directors and other officials of each Group company shall report the status of execution of their assigned duties at important meetings such as Board of Directors meetings attended by the company's Audit & Supervisory Board Member.
  • In addition to legal matters, if an officer or employee of the Group discovers a fact that would have a major impact on the Group, he or she shall promptly report the matter to the company's Audit & Supervisory Board Member either directly or through a report to an officer or employee of the Group.
  • The company's Audit & Supervisory Board Member may request reports from the company or its Group companies at any time.

• A system to ensure that persons who report to the company's Audit & Supervisory Board Member are not treated disadvantageously by reason of such reporting. The company shall prohibit any disadvantageous treatment to officers or employees of the Group who report to the company's Audit & Supervisory Board Member based on the reason of such reporting, and shall ensure that all officers and employees of the Group are informed of such prohibition.

• Matters concerning procedures for prepayment or reimbursement of expenses incurred in the performance of duties by the company's Audit & Supervisory Board Member, and other policies concerning the handling of expenses or liabilities incurred in the performance of such duties.

  When the Audit & Supervisory Board Member of the company issues a request to the company for prepayment of expenses in accordance with laws and regulations for the performance of duties, the company shall promptly handle such expenses or liabilities unless the expenses or liabilities related to such requests are deemed not necessary for the performance of the Audit & Supervisory Board Member's duties.

• Other systems to ensure that the audits of the company's Audit & Supervisory Board Member are conducted effectively.

  The company's Audit & Supervisory Board Member is guaranteed opportunities to independently utilize lawyers and accountants, as necessary, and to receive advice on auditing services.

　　　　　　

• Basic Approach and Implementation Status Concerning Elimination of Anti-Social Forces.

  We will stand firmly against anti-social forces and organizations that pose a threat to social order and security, reject any unjust or illegal demands, and ensure that we do not have any relationships with such forces. The General Affairs Department will function as our in-house countermeasure division, and we will work together with police forces, related organizations, lawyers, and others to gather intelligence concerning anti-social forces and organizations, and to establish a system that enables organized response.