BASIC POLICY FOR ESTABLISHMENT OF INTERNAL CONTROL SYSTEM
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Basic Policy for Establishment of Internal Control System
The following are the details of the basic policy for the establishment of a system to ensure the appropriateness of business operations that our company has established by resolution of the Board of Directors.
- System to ensure that the execution of duties by Directors, etc. and employees of the Company and its subsidiaries comply with laws and regulations and the Articles of Incorporation
- The Company Group has established compliance regulations, which are thoroughly communicated to all Directors, Officers, and employees. At the same time, based on the recognition that it is essential to operate business with a high sense of ethics, we are conducting educational activities through training, and enhancing and reinforcing tracing and checking at the Company's Internal Audit Department and administrative divisions.
- The execution of duties by the Directors of the Company Group is reported at the monthly meetings of the Board of Directors of the Company, and the Company has a system in place to ensure that the execution of duties by the Directors is in compliance with laws and regulations, and that the execution of duties by each Director is subject to mutual checks and balances. We also have a system in place to trace and check the execution of duties by Directors, Officers and employees at the monthly meetings of the Management Meeting, Officers Meeting and the General Managers' Meeting. The Audit and Supervisory Committee members also have a system in place to verify the legal status of the execution of duties by the Group's Directors, Officers and employees based on their responsibilities.
- In accordance with the Compliance Regulations and the Whistleblower Regulations, the Company has set up a contact point for the Audit and Supervisory Committee (including Outside Directors), as well as internal and external contact points for reporting, and accepts reports both anonymously and under a clear name, in an effort to detect violations of laws and regulations at an early stage. The Company has established internal Whistleblower Regulations, which require thorough confidentiality and prohibit any disadvantageous treatment of whistle-blowers.
- In order to ensure objectivity, fairness, and transparency, the selection and dismissal of Directors and Officers and deciding remuneration of them are approved by the Board of Directors after deliberation by the Nomination and Compensation Committee (chaired by an Outside Director), the majority of whom are Outside Directors.
- System for retention and management of information related to the execution of duties by Directors
Directors and Officers shall appropriately retain and manage documents and other information related to the execution of their duties in accordance with the rules on information management, document management rules, etc.
- Regulations and other systems for managing the risk of damage to the Company and its subsidiaries
- The Company has established Risk Management Regulations to manage the risk of damage, and has also established a Risk Management Committee chaired by the Chief Operating Officer, which regularly inspects and evaluates risks and manages and supervises countermeasures.
- The Company has established a disaster prevention manual and a compliance manual for universal risks that potentially exist in the Company Group, such as natural disasters, accidents, and violations of laws and regulations, and is working to prevent and strengthen such risks through insurance coverage, training, and audits by the Internal Audit Department.
- In the event of an emergency, a task force headed by the Chief Operating Officer of the Company is established to take charge of crisis management, including countermeasures. With regard to business risks, the Directors in charge of business operations as well as those in charge of execution have the responsibility and authority to establish a risk management system for their area of responsibility.
- System to ensure the efficient execution of duties by Directors of the Company and its subsidiaries
- In the Company Group, the Board of Directors makes decisions on basic management policies and other important management matters in accordance with the Board of Directors Regulations, and supervises the execution of business. In addition, the Company has introduced an officer system and delegated the authority to execute business operations in order to execute business operations in a timely and efficient manner based on decisions made by the Board of Directors.
- Directors appropriately monitor the status of business execution through reports on business execution at regular and extraordinary meetings of the Board of Directors to ensure the appropriateness and efficiency of business execution.
- System for reporting to the Company on matters related to the execution of duties by Directors of the Company's subsidiaries and other systems for ensuring the appropriateness of business operations of the corporate group consisting of the Company and its subsidiaries
- The Company has established regulations for the management of subsidiaries to ensure the legality and corporate ethics of operations, and has put in place a system to ensure that the Company Group as a whole fulfills its social responsibilities.
- The Company positions its subsidiaries as part of the Company, and has established a chain of command and order, authority, and reporting obligations that include each organization within the subsidiaries, and the related business departments and the Corporate Development Department work together to manage the subsidiaries.
- by the Audit and Supervisory Committee to assist them in their duties
- In the event that the Audit and Supervisory Committee requests the appointment of Directors and employees to assist in the performance of its duties, the Company will respond to such request so that the Audit and Supervisory Committee can perform its duties appropriately.
- The appointment, transfer, evaluation and disciplinary action of such Directors and employees shall be made after consultation with the Audit and Supervisory Committee.
- In the event that such Directors and employees concurrently perform duties in other departments, priority shall be given to the duties related to the Audit and Supervisory Committee.
- When there is a need to ensure the independence of such Directors and employees from Directors (excluding Directors who are members of the Audit and Supervisory Committee) and the effectiveness of the Audit and Supervisory Committee's instructions to such Directors and employees, the Audit and Supervisory Committee shall make reports or proposals or express its opinions to the Board of Directors.
- System for reporting to the Audit and Supervisory Committee
- The Company Group' s Directors, Officers and employees shall report to the Audit and Supervisory Committee, in a timely and appropriate manner, facts that may cause significant damage to the Company Group and other important matters related to business operations.
- The Internal Audit Department of the Company shall report the results of audits to the Audit and Supervisory Committee in a timely and appropriate manner.
- In accordance with the Compliance Regulations and the Whistleblower Regulations, system is in place to ensure that no disadvantage is caused to the reporter for reporting to the Audit and Supervisory Committee in Paragraph 1.
- Other system to ensure the effective implementation of audits by the Audit and Supervisory Committee
- The Representative Director shall hold regular meetings to exchange opinions with the Audit and Supervisory Committee.
- The Company provides the Audit and Supervisory Committee members with the right to request the Company to pay or redeem expenses incurred in the execution of their duties and to dispose of other expenses or debts incurred in the execution of such duties.
- The Company has established an environment in which the Audit and Supervisory Committee members can collaborate with outside experts such as lawyers, certified public accountants, and certified tax accountants when the Audit and Supervisory Committee deems it necessary in the execution of their duties.
- System to ensure the appropriateness of financial reporting
In order to ensure the reliability of financial reporting, the Company Group has formulated an internal control policy statement and is developing, operating, and evaluating internal controls, including company-wide controls and business processes related to effective and efficient financial reporting.
- Fundamental policy for the exclusion of antisocial forces and the status of its development
- The Company Group has established rules for dealing with antisocial forces and is striving to establish corporate ethics that it will not have any relationship with antisocial forces such as organized crime groups, and has no relationship with antisocial forces.
- It is essential from the standpoint of corporate defense as well as compliance that the relationship with antisocial forces be blocked, and we respond to potential risks by conducting educational activities for all Directors and employees. Specifically, in accordance with the rules for dealing with antisocial forces, we are working to reject antisocial forces by checking whether or not there are any transactions with antisocial forces not only at the start of new transactions but also on an ongoing basis.
- In light of the fact that the demands and methods of contact from antisocial forces have tended to become more sophisticated in recent years, the Company has distributed the "Manual for Responding to Antisocial Forces" to all Directors and employees for educational activities.
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- Company Profile
- Management Policy
- Performance and Financial Information
- Stock Related Information
- Basic Policy on Information Disclosure