Matters concerning the structure to secure the appropriateness of business
Details of what the Company resolved at the Board of Directors as a system to ensure the appropriateness of operations are as follows.
1. System for ensuring that the execution of duties by directors and employees conforms to laws and regulations and the Articles of Incorporation
In order to ensure that the execution of duties by directors and employees conforms to laws and regulations and the Articles of Incorporation, the Company conducts practical operation and thorough implementation of "Basic Policy" and "Company Lessons" determined by the Company, and also has a system of compliance with laws and regulations We aim to build. Officers and employees shall immediately report to the Representative Directors any significant facts concerning violation of laws or regulations or other compliance at the Company. The Representative Director directs and supervises the investigation on the facts reported and, after negotiating at the Board of Directors, decides appropriate measures when deemed necessary. Regarding important notifications, we will disclose to the officers and employees appropriately about the contents and the situation and result of the company's response, and we will thoroughly disseminate it.
2. System concerning the preservation and management of information pertaining to the execution of duties by directors
The Company shall preserve the information pertaining to the performance of duties in writing, and in accordance with the laws and regulations and company regulations, the preservation of such documents etc. shall be carried out in the General Affairs Department under the guidance of Corporate Auditors. Regarding the retention period, in principle, the number of years prescribed by the law is prescribed for each document, and in principle 10 years (period of prescription of civil trial) shall be preserved if not stipulated by laws and ordinances.
3. Regulations and other systems concerning the management of risk of loss
In order to respond appropriately to the risks surrounding the Company, we will promote the development of reporting routes so that each department can transmit timely and appropriate information to representative directors and other executives. Also, in the event of an unexpected incident, we set up a headquarters headquarters with the representative director as the head of the department, organize an external advisory team including advisory lawyers, promptly respond and prevent the spread of damage We will establish a system to keep it to a minimum.
4. System for ensuring efficient execution of duties by directors
Regular board meetings are held once a month to deliberate, decide and report on important matters, and corporate auditors attend important meetings such as the Board of Directors to express their opinions and provide management with respect to management We will verify legality and validity, such as requesting reports, and conduct fair audits. In principle, a report meeting composed of executives is held once a month as a general rule, and a report meeting composed of department managers is held as necessary, and the status and tasks of business execution to the Board of Directors Shall be reported as appropriate. Regarding business operations, each fiscal year budget is drawn up and company-wide goals are set, and in each department specific measures will be planned and executed to achieve the goal. In conducting business operations, we will conclude an advisory agreement with law firm, judicial scrivener office and tax accountant office and receive advice as appropriate.
5. System to ensure the appropriateness of operations in the corporate group comprising the Company and its subsidiaries
We will also practice and thoroughly implement the "basic policy" and "company learning" defined by the Company for our subsidiaries as well as our company, and we will properly manage our subsidiaries in order to establish a system for compliance with laws and regulations.
6. Matters concerning said employee in cases where Corporate Auditor requests the placement of an employee who should assist the duties and matters concerning the independence of said employee from the Directors
Although there are no employees currently assisting the duties of the corporate auditors, the Company has decided to arrange corporate auditor staff within reasonable limits after consultation with the corporate auditors, if required by the corporate auditors.
7. System for reporting to the corporate auditors by directors and employees and other systems for ensuring effective audits by corporate auditors
When directors discover that there are matters that may cause significant damage to the company, they immediately report to the corporate auditors in accordance with laws and regulations. In addition to the Board of Directors, Corporate Auditors attend important meetings in order to grasp important process of decision making and business execution status, view important documents concerning the execution of authorization and other business operations, and if necessary We will seek explanations by directors or employees. In addition, the corporate auditors receive explanations about the contents of the accounting audit from KPMG AZSA LLC Limited, our accounting auditor, and will work together to exchange information.