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Corporate Governance

Fundamental Measures for Corporate Governance

Concerning business execution, we make decisions on important matters and supervise execution of business operations by directors at ordinary meetings of the Board of Directors (held monthly), and extraordinary meetings of the Board of Directors (held as required). We also set up company-wide committees to discuss important matters concerning operations. These include the Corporate Policy Committee to facilitate efficient decision-making on management such as at the Board of Directors meetings, the Risk Management Committee to ensure thorough compliance and solid corporate governance, the Security Trade Control Committee, the Environment Conservation Committee, and the Corporate Budget Committee. We have adopted the Executive officer system to clarify the division of responsibility for the “policy decision and supervision of management” and “business execution” and to ensure prompt decision-making in response to diverse changes in the business environment.
Corporate auditors' audits are conducted as necessary based on auditing policies formulated each year by the Board of Corporate Auditors. Audits are conducted on a broad range of areas, including not only directors' execution of their duties but also risk management and compliance from an internal control perspective. Corporate auditors express their opinions to the representative director based on the audit results and, if necessary, also to business execution functions. We have a standing corporate auditor system in order to strengthen our auditing structure.
As for accounting audits, we formulate audit policies through discussions between corporate auditors and accounting auditors; audits are then performed based on these policies. We also hold meetings where accounting auditors can report and explain the audit results to corporate auditors as necessary, so that corporate auditors and accounting auditors can perform their audit duties in close coordination.

Development and Management of Internal Control Systems

We resolved a basic policy of internal control systems at the Board of Directors meeting in accordance with the Company Law of Japan and other relevant laws and ordinances. Under this policy, we have developed, managed, and made constant efforts to improve our internal control systems which allow our autonomous activity to be developed throughout the Company in principle, as a management system to ensure appropriate the business execution necessary to achieve integrity, fairness, and transparency in our corporate management.

Compliance Structure

The Company has established the “Corporate Standards of Conduct” that prescribe the standards of behavior we should follow as a corporation, and a “Code of Conduct” as guidance on conduct to be observed in the course of business activities within the framework of the Corporate Standards of Conduct. Moreover, the Company makes efforts to ensure all officers and employees are thoroughly familiar with these standards.
In addition, the Company has appointed an executive officer in charge of corporate ethics, established a compliance counseling desk, holds regular meetings of the Risk Management Committee, and follows other relevant procedures according to company rules.
The Company will endeavor in the future to cultivate higher ethical standards by regularly conducting employee education on the necessity and significance of complying with various laws, regulations, and rules in corporate management and will make efforts to maintain and improve the management health of not only of the Company but also of the Group as a whole. The Company is also committed to putting into practice its mission to “fulfill our social contribution through business” by promoting business activities rooted in high ethical standards.

Clearly-defined Company Rules:

We improve our company rules as the needs arise in order to ensure further compliance.

Guidelines for Corporate Behavior

The Guidelines for Corporate Behavior indicate how we should behave as a corporation. They underpin all corporate activities.

Code of Conduct

The Code of Conduct provides guidance on conduct to be observed in the course of our business activities within the framework set by the Guidelines for Corporate Behavior.

Risk Management Committee

The Committee discusses compliance policies and specific measures based on these policies. If any situation or behavior deviates or is likely to deviate form lows and regulations etc., the Committee investigates the actual situation, deliberates on appropriate corrective measures, and takes other relevant actions.

Whistle-blowing system

We have initiated a whistle-blowing system designed to help prevent occurrence of misconduct. The “Compliance Helpline” is aimed at detecting at an early stage any apparent or probable circumstances/acts which are deemed inappropriate in light of lows and regulations, social norms, and/or company rules, and allowing prompt and appropriate action to be taken to prevent misconduct.

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