1. System to ensure that the execution of duties by Directors complies with laws and regulations and the Articles of Incorporation
In order to ensure that the Company fulfills its social responsibilities as a company and performs its business lawfully and properly, the Company shall, based on its corporate philosophy, vision, and principles of conduct, establish specific action guidelines and comply with them. At the same time, the Company shall continue to implement measures to make these guidelines known throughout the Company.
The Company shall establish Rules of the Board of Directors and other rules and regulations, and operate in accordance with such rules and regulations.
The Board of Directors shall supervise each Director so that he/she performs his/her duties in accordance with laws and regulations, the Articles of Incorporation, the Rules of the Board of Directors, etc. The Audit & Supervisory Board Members shall audit the execution of duties by Directors through such measures as attending Board of Directors meetings and other important meetings.
2. System for the storage and management of information related to the execution of duties by Directors
The Document Management Rules established by the Company shall stipulate the storage and handling of documents related to the execution of duties by Directors, including the minutes of Board of Directors meetings, and ensure a system in which Directors and Audit & Supervisory Board Members have access to the contents of such information, etc.
3. Rules and other systems for managing risk of loss
The Company shall employ a system in which business operations are conducted in accordance with the Division of Duties Rules established by the Company. Each Director and employee shall perform his/her duties under the recognition that he/she is responsible for risk management in accordance with his/her own division of duties and authority to make decisions. The Company shall establish Compliance and Risk Management Rules with the aim of avoiding crises and minimizing damage in the event of a crisis, thereby striving to identify risks in advance and establish a risk management system.
4. System to ensure the efficient execution of duties by Directors
The Company shall employ a system in which business operations are conducted in accordance with the Division of Duties Rules established by the Company, and ensure the efficiency of execution of duties through the reporting relationship between Directors and employees.
The Division of Duties Rules shall be reviewed from time to time from the viewpoint of responding to the revision or abolition of laws and regulations and ensuring efficiency in the execution of duties.
The Board of Directors shall meet once a month in accordance with the Rules of the Board of Directors and as needed to formulate management policies and plans for the fiscal year, execute duties pursuant to these policies and plans, analyze results, and consider how to respond thereto in a smooth manner.
5. System to ensure that the execution of duties by employees complies with laws and regulations and the Articles of Incorporation
The Company shall employ a system in which business operations are conducted in accordance with the Division of Duties Rules established by the Company. Each employee shall perform his/her duties under the recognition that he/she is responsible for risk management in accordance with his/her own division of duties and authority.
6. Matters concerning employees who are requested by Audit & Supervisory Board Members to assist them in the execution of their duties
If Audit & Supervisory Board Members require an assistant employee in order to conduct sufficient audits, the Board of Directors shall make a resolution regarding the need for the appointment of an assistant employee, the number of assistant employees, remuneration, and internal position.
7. Matters concerning the independence of assistant employees from the Directors of the relevant company and those concerning ensuring the effectiveness of instructions given by Audit & Supervisory Board Members to assistant employees
The authority to direct and order assistant employees engaged in the duties of an Audit & Supervisory Board Member shall belong solely to the Audit & Supervisory Board Member.Personnel evaluations of such employees shall be made directly by the Audit & Supervisory Board Member, and decisions regarding transfers and disciplinary actions of such employees shall be made with the consent of the Audit & Supervisory Board Member.
8. System for reporting to Audit & Supervisory Board Members
Audit & Supervisory Board Members shall attend meetings of the Board of Directors and may attend other important internal meetings as necessary.
Directors shall report the status of execution of their duties at Board of Directors meetings and other important meetings from time to time.
Directors and employees shall, when discovering facts that may cause significant damage to the Company, serious compliance violations, matters that fall under the disciplinary reasons stipulated in the operating rules, or matters equivalent thereto, report them to Audit & Supervisory Board Members pursuant to the internal rules.
Directors and employees shall regularly report to Audit & Supervisory Board Members on the operational status of the consultation desk and matters for consultation.
Directors and employees promptly report to the Audit & Supervisory Board Members and the Audit & Supervisory Board on matters required to be reported by the Audit & Supervisory Board Members, in addition to matters stipulated in laws and regulations and rules.
9. System to ensure that a person who makes a report is not subject to any disadvantageous treatment on the basis of such report
In accordance with the Compliance and Risk Management Rules established by the Company, a person who reports a legally questionable act shall not be subject to any disadvantageous treatment or dismissal for making such a report.
10. Matters concerning procedures for prepayment or reimbursement of expenses incurred in the execution of duties by Audit & Supervisory Board Members and other policies pertaining to the treatment of expenses or liabilities incurred in the execution of such duties
In the event that an Audit & Supervisory Board Member requests the Company pursuant to Article 388 of the Companies Act to pay expenses incurred in the execution of their duties, the Company shall, unless deliberation by the department in charge proves that the expenses or liabilities in connection with such request are not necessary for the execution of the Audit & Supervisory Board Member’s duties, promptly pay such expenses or liabilities.
11. Other systems to ensure that audits by Audit & Supervisory Board Members are performed effectively
Audit & Supervisory Board Members and the Audit & Supervisory Board shall meet regularly with management to confirm management policies and exchange opinions on issues that the Company should address, management risks, and important issues related to audits by Audit & Supervisory Board Members, thereby deepening mutual understanding with management.Audit & Supervisory Board Members and the internal audit department shall meet regularly, receive regular audit reports from the accounting auditor, and share information on the initial audit plan and results to ensure that Audit & Supervisory Board Members’ audits are conducted effectively.
12. System to eliminate antisocial forces
In accordance with the Rules for Dealing with Antisocial Forces established by the Company, the Company shall reject any relationship, including business transactions, with antisocial forces that threaten the order and safety of society, and take a firm stand against such forces as a whole organization in close cooperation with outside experts.
13. System to ensure reliability of financial reporting
In order to ensure the reliability of financial reporting, the Company shall operate the internal control systems for the effective and appropriate submission of internal control reports in accordance with the Financial Instruments and Exchange Act. The Company shall also continuously evaluate the proper functioning of the mechanism and make necessary corrections.