The following is an overview of the matters resolved by the Board of Directors as a system to ensure the appropriateness of the Company's business operations.
We shall, in accordance with laws, ordinances, and internal rules, record and store the minutes of the Annual General Meeting, the minutes of the Board of Directors Meeting, the minutes of the Management Meeting and other important meetings, as well as other documents related to the execution of director duties in documents or electronic media in an appropriate state. We shall establish rules for document management, establish a supervisory department, and specifically stipulate the management and storage methods, storage period, etc. of these documents or electronic media.
We shall classify the risks associated with our business operations into quality risk, information management risk, compliance risk, legal risk, credit risk, and business continuity risk related to the services provided by our company, and choose a supervisory department for each risk. The relevant supervisory department shall establish policies, systems, and procedures in regards to risk management. In the event of the emergence of a new type of risk, we shall choose a supervisory department promptly, and the relevant supervisory department shall respond to the risk.
In accordance with the annual business plan set forth by the Board of Directors, each department shall formulate a strategy and an implementation budget for the relevant fiscal year.
- In order to foster a corporate culture in which our directors and employees comply with laws and ordinances and act in accordance with corporate ethics, our company shall establish a compliance organization, operational rules, and compliance code of conduct.
- In order to ensure the effectiveness of the legal compliance system, our company shall appoint the Chief Compliance Officer from among the directors and executive officers and establish a Compliance Committee chaired by the Chief Compliance Officer. The Chief Compliance Officer shall supervise cross-organizational compliance initiatives within our company, and the Compliance Committee, under the supervision of the Chief Compliance Officer, shall promote and manage activities such as regular training in order to disseminate and implement organizational and operational compliance rules and compliance action guidelines for ensuring legal compliance awareness among our directors and employees.
- In addition to establishing operational rules for a whistleblowing system, our company shall, based on these rules, establish internal and external consultation desks and establish a whistleblowing system for violations of laws and ordinances or acts/facts that are questionable in light of the organizational and operational compliance rules and compliance action guidelines as a means for employees, etc. to provide information directly to our company.
- We shall not have any relationship with antisocial forces, including their business partners, and shall take a resolute stance across the organization against unreasonable demands from any antisocial forces.
- With respect to our subsidiaries and affiliates, our company shall choose an internal department responsible for managing each subsidiary and affiliate to grasp quantitative and qualitative information, dispatch officers and employees, and ensure the appropriateness of business operations through the exercising of voting rights.
- Our company requires our subsidiaries' directors and employees to report or obtain approval from our company with respect to important matters related to the execution of business operations by the subsidiaries. Our company shall conduct internal audits of our subsidiaries.
- Our company shall establish internal rules according to the characteristics of the business of our subsidiaries and request their participation in the whistleblowing system established by our company.
- Our company shall classify risks associated with the business operations of our subsidiaries into quality risk, information management risk, compliance risk, legal risk, credit risk, and business continuity risk related to the services provided by our subsidiaries and choose a supervising department for each risk. The relevant supervising department shall establish policies, systems, and procedures for risk management. In the event of the emergence of a new type of risk, we shall choose a supervisory department promptly, and the relevant supervisory department shall respond to the risk.
When a director who is a member of the Audit & Supervisory Committee (hereinafter referred to as the "Audit & Supervisory Committee member") requests the assignment of directors and employees to assist with the duties of the Audit & Supervisory Committee, our company shall promptly assign appropriate directors and employees.
With regard to assisting with work directed by the Audit & Supervisory Committee members, only the Audit & Supervisory Committee members shall give instructions to directors and employees who must assist with the duties of the Audit & Supervisory Committee. With regard to personnel changes and personnel evaluations of employees who must assist with the duties of the Audit & Supervisory Committee, determinations shall be made after hearing the opinions of the Audit & Supervisory Committee members.
- Our directors (excluding Audit & Supervisory Committee members) and employees, as well as the directors of our subsidiaries, auditors, and their employees shall report their duty execution status at the Board of Directors Meeting, Management Meetings, and other important meetings attended by the Audit & Supervisory Committee members.
- If our directors (excluding Audit & Supervisory Committee members) and employees, as well as our subsidiaries' directors, auditors, and their employees find an act, etc. violating laws and ordinances, the Articles of Incorporation, organizational and operational compliance rules, or compliance action guidelines, matters that may significantly affect our company and its subsidiaries' business operations, financial affairs, or any other matter that may cause significant damage, or if they receive a report from our subsidiaries' directors and employees or other such persons, they shall report the matter to an Audit & Supervisory Committee member without delay, and the same shall apply to the person who receives a report of the finding of the relevant matter from such persons.
- We shall establish a system to ensure that those with the responsibility to report pursuant to the preceding item are not subjected to disadvantageous treatment on the grounds of making a report to the Audit & Supervisory Committee.
Expenses or debts arising from the execution of duties by our Audit & Supervisory Committee members shall be promptly handled by our company based on requests from Audit & Supervisory Committee members.
- Our Audit & Supervisory Committee members shall exchange opinions with the relevant internal departments, accounting auditors, subsidiaries, etc. regarding issues to be addressed by the Company, the status of environmental improvements for auditing, etc. by the Audit & Supervisory Committee, and important auditing issues, etc.
- The directors and employees of our company and its subsidiaries shall cooperate when our Audit & Supervisory Committee members request a report on our company and its subsidiaries' business, or when they investigate our company and its subsidiaries' business operations and financial status.
Our company has established risk management rules, chosen departments responsible for the risks to be managed, and established policies, systems, and procedures for risk management.
With regard to compliance, our company has established organizational and operational compliance rules as well as compliance action guidelines. In order to ensure the effectiveness of the legal compliance system, our company has appointed the Chief Compliance Officer from among the directors and executive officers. Our company has established a Compliance Committee chaired by the Chief Compliance Officer. We have established a system as follows: The Chief Compliance Officer shall use the system to supervise cross-organizational compliance initiatives within our company. The Compliance Committee, under the supervision of the Chief Compliance Officer, shall promote and manage activities such as regular training in order to disseminate and implement organizational and operational compliance rules and compliance action guidelines for ensuring legal compliance awareness among our directors and employees.