Company Information

Basic Policy regarding the Internal Control System

1. System to ensure that the execution of duties of directors conforms to laws, regulations, and the Articles of Incorporation
With regard to the Board of Directors, in addition to the stipulation of the rules of the Board of Directors, the ensurement of proper management, and the regular monthly meetings of the Board of Directors, regular meetings will be held as necessary to promote communication among directors, supervise execution of business, and prevent violation of laws, regulations, and the Articles of Incorporation.
The system of corporate governance will be strengthened by such practices as requiring directors who discover violations of the Articles of Incorporation committed by other directors to report to the Corporate Auditors and the Board of Directors.
2. System concerning the storage and management of information on the execution of the duties of directors
The Company will preserve documents, etc., based on laws and internal regulations. With regard to information management, the document management regulations and detailed document handling regulations are defined and applied.
3. Regulations and other systems concerning the management of risk of loss
As a foundation for the risk management system, we formulate risk management regulations for the entire Group and establish a risk management system in accordance with regulations. When unforeseen circumstances occur, a task force will be established, an information communication team will be organized, and we will respond promptly and prepare a system to prevent and mitigate increased damage.
4. System to ensure that the duties of directors are executed efficiently
The Company holds a regular Board of Directors meeting once a month to make decisions on important matters and to supervise the execution of business by the directors. With regard to business operations, each year’s budget is planned based on the future business environment, and company-wide goals are set. In each division, concrete measures are planned and implemented to achieve a goal. In addition, in June 2000, we introduced an executive officer system to divide the decision-making and supervisory functions of the business from the business execution functions, and to strengthen the checking functions of the Board of Directors. Furthermore, in order to swiftly respond to the rapidly changing business environment, we changed the Articles of Incorporation at the General Shareholders’ meeting in June 2001 and established one-year terms for directors.
5. System to ensure that the execution of duties of employees conforms to laws, regulations, and the Articles of Incorporation
  • (1) As a basis for the Company’s compliance system, we have established a code of ethics.
  • (2) For the internal audit department, an internal audit office will be established directly under the President.
  • (3) Directors shall immediately notify Corporate Auditors of any serious violations of laws, regulations, or other important matters pertaining to compliance, and they shall do so without delay.
  • (4) For the in-house reporting system for facts concerning violations of laws, regulations, and other important matters pertaining to compliance, an internal reporting system shall be established, and its operation shall be executed in accordance with internal reporting regulations.
  • (5) When it is deemd that there is a problem with the Company’s compliance system and the operation of the internal reporting system, the Corporate Auditor shall state their opinion and request the formulation of improvement measures.
6. System to ensure the appropriateness of operations in the Group consisting of the Company and its subsidiaries
  • (1) In the event that a company in the Group discovers important issues pertaining to laws, regulations, and compliance, they shall report to the Corporate Auditors.
  • (2) In the event that a subsidiary in the Group discovers important issues pertaining to laws, regulations, and compliance, they shall report to the Corporate Auditors. The Internal Audit Office shall immediately report to the Corporate Auditors and give opinions. The Corporate Auditors shall state their opinion and request the formulation of improvement measures.
7. System pertaining to the reporting of matters concerning the execution of duties of directors and others in the subsidiaries of the Company
The management of Group companies is to be performed based on the Affiliate Company Management Regulations, and in to accurately understand the management content of the Group companies, the submission of documents will be requested as necessary.
The Company holds a regular meeting held four times a year, sponsored by the Company's Representative Director, in order for subsidiaries to report on management plans, operating results and other important information to the Company.
8. System for ensuring the efficient execution of duties of directors and others in subsidiaries
To precisely manage subsidiaries, promote the guidance and promotion of affiliated companies, and contribute to the improvement of management of the corporate Group, the Company sets forth the Affiliate Company Management Rules and carries out efficient management operations.
9. System to ensure that the execution of duties of directors and employees of subsidiaries conforms to laws, regulations, and the Articles of Incorporation
The Company's Internal Audit Division works closely with the Corporate Auditors and the Accounting Auditor based on the "Internal Audit Regulations", conducts audits of the entire group including subsidiaries, and reports the results not only to the audited department, but also to related departments, representative directors, and corporate auditors.
10. Matters concerning employees who assist the Corporate Auditors' duties and matters concerning the independence of the employee from the directors as well as the effectiveness of the instructions to the employee
In the case where the corporate auditor seeks to place a full-time employee who should assist the duties, an auditing staff will be established to assist the corporate auditors. The Board of Corporate Auditors shall decide upon the appointment of the Corporate Auditor Assistant by the Corporate Auditors, with the consent of the Board of Corporate Auditors, with regard to the appointment, dismissal, personnel change, wage, etc. of the supplementary corporate auditors, and the Board of Directors shall decide and ensure independence and effectiveness.
11. System for directors and employees to report to Corporate Auditors, other systems for reporting to Corporate Auditors, and systems for ensuring that audits by Corporate Auditors are effectively conducted
When directors discover that there are facts that may cause significant damage to the company, they immediately report them to the corporate auditors in compliance with laws and regulations. In addition to the Board of Directors, full-time Corporate Auditors are required to grasp important processes of decision-making and execution of operations, review approval documents and other important documents concerning the execution of business, and request explanations from directors or employees as necessary.
In addition, the corporate auditors receive explanations about the contents of the accounting audit from Taiyo LLC, which is the accounting auditor of the Company, and collaborate with each other by exchanging information.
12. System for reporting from directors or employees to Auditors and for other reporting to Auditors
Officers and employees of the Group report to the corporate auditors of the Company without delay when requested to report on business execution from our corporate auditors or find facts that may cause significant damage to the company. In addition, the corporate auditor can view important documents related to the execution of documents and other duties of the Company and its subsidiaries.
13. System to ensure that those who report do not receive unfavorable treatment
Unfavorable treatment toward any person who reports to Corporate Auditors resulting from having done so is prohibited.
14. Procedures for prepayment or redemption of expenses arising on the performance of duties by corporate auditors and other matters concerning the treatment of expenses or obligations arising on the performance of duties
When making a request for prepayment of expenses necessary for executing the duties of Corporate Auditors, such expenses or obligations shall be promptly paid.
15. Basic thinking for eliminating antisocial forces and their development
As members of society, we will respond to antisocial forces that pose a threat to the order and safety of civil society with a resolute attitude and aim to thoroughly disseminate information through internal meetings, training, etc. In addition, when receiving unfair demands from antisocial forces, we will cooperate with police and lawyers systematically under the responsible officers and never respond to unjust demands.
16. System to ensure the reliability of financial reporting
In order to ensure the reliability of financial reporting of Group companies, we will establish a system to improve the in-house structure as well as related regulations, etc., and periodically and continuously evaluate the development and operation situation of the internal structure.
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