Basic Policy for Establishment of Internal Control System
At the Board of Directors meeting held on June 24, 2026, the Company adopted the “Basic Policy on the Establishment of the Internal Control System.” The current policy is as follows. The Company will continue to review the policy in response to changes in the business environment and society, and will endeavor to ensure the proper operation and ongoing improvement of its internal control system.
1. Systems to ensure that the execution of duties by directors complies with laws and regulations and the Articles of Incorporation, and other systems to ensure the appropriateness of operations of the corporate group consisting of the Company and its subsidiaries
- The Company and its subsidiaries have established a compliance program, which stipulates that the Company and its subsidiaries shall respect human rights and comply with all applicable laws, regulations, rules, and ordinances, whether in Japan or abroad and that they shall respect the spirit of such laws and regulations and act with high ethical standards and social good sense.
- In order to put this into practice, the Company and its subsidiaries shall ensure that directors take the initiative in acting in accordance with this program and that the entire group is thoroughly familiarized with corporate ethics through awareness-raising and education on compliance.
2. System for the storage and management of information related to the execution of duties by the Company's directors
- Directors shall properly store and manage documents (including electromagnetic records) and other important information related to the execution of their duties in accordance with the Document Rules and other rules.
- The Company shall establish a Group-wide information storage and management system based on the Document Management Rules.
- The Company shall endeavor to ensure the safety and reliability of information assets in accordance with the Information Security Policy.
3. Rules and other systems for managing the Company's risk of loss
- Based on the Group Management Crisis Management Regulations, the Company stipulates risk classifications, information communication systems in case of emergency, etc. The Company shall thoroughly implement a group-wide risk management system through education and training related to risk management.
4. System to ensure the efficient execution of duties by the Company's directors
- The Company shall hold meetings of the Board of Directors once a month in principle and convene extraordinary meetings whenever necessary. The Board of Directors shall determine management execution policies and other important management matters, and shall supervise the execution of business operations.
- The Company shall hold Management Committee meetings once a month in principle to deliberate and decide on management matters and to discuss important matters relating to management policies and business strategies.
- Under the holding company structure, the Company shall focus on formulating and promoting Group strategies and overseeing its subsidiaries, thereby ensuring efficient execution of its responsibilities.
- The Company shall promote the use of information technology to enhance operational efficiency and ensure the effectiveness of its internal control system.
5. System to ensure that the execution of duties by the Company's employees complies with laws and regulations and the Articles of Incorporation
- The Company shall formulate a compliance program and disseminate it to all employees of the Company and its group companies through periodic education and surveys on the degree of penetration of the program.
- The Company shall utilize the whistle-blower system as a compliance consultation service.
6. The following systems and other systems to ensure the appropriateness of operations of the corporate group consisting of the Company and its subsidiaries
- System for reporting to the Company on matters related to the execution of duties by directors, etc. of subsidiaries
- The Company shall designate a department to oversee and comprehensively manage subsidiaries and shall hold Group Business Strategy Meetings four times a year to share information.
- Regulations and other systems for managing risk of loss of subsidiaries
- Each subsidiary shall strengthen its system for risk management under the direction of the Company's supervising department.
- System to Ensure Efficient Execution of Duties by Board and Other Members of the subsidiaries
- Each subsidiary shall strengthen the system to ensure the efficient execution of duties under the direction of the Company's supervising department.
- The Company shall provide appropriate support to its subsidiaries for the execution of their business.
- System to ensure that the execution of duties by the Board members and employees of subsidiaries is in compliance with laws, regulations, and the Articles of Incorporation of the Company
- The internal audit department of the Company shall conduct audits in accordance with the internal audit rules.
- The Company shall operate the whistle-blower system, including that of its subsidiaries.
- The Company shall establish internal controls necessary to ensure the appropriateness of financial reporting and strive to ensure the reliability of financial reporting.
7. Matters concerning employees to assist the Audit and Supervisory Committee Members in the event that the Audit and Supervisory Committee Members request the appointment of employees to assist them in their duties (assistant employees), matters concerning the independence of such assistant employees from Directors, and matters concerning the effectiveness of the Audit and Supervisory Committee Members' instructions to such assistant employees.
- If requested by the Audit and Supervisory Committee, the Company shall appoint employees to assist the Committee in the performance of its duties.
- The appointment and transfer of such assisting employees shall require the prior consent of the Audit and Supervisory Committee.
- The authority to direct and supervise such assisting employees shall be vested in the Audit and Supervisory Committee, and the performance evaluation of such employees shall be conducted by a full-time member of the Audit and Supervisory Committee.
- Such assisting employees shall not be subject to the direction or supervision of Directors (excluding Directors who are Audit and Supervisory Committee Members) with respect to instructions necessary for the performance of audit-related duties.
8. Following systems and other systems for reporting to the Audit and Supervisory Committee Members
- System for reporting to the Audit and Supervisory Committee Members by the Company's directors and employees
- Directors shall report to the Board of Directors and the Audit and Supervisory Committee without delay when they become aware of any serious violation of laws and regulations, violation of the Articles of Incorporation, violation of the Corporate Code of Conduct, misconduct in the performance of their duties, or any fact that may cause significant damage to the Company.
- The Company shall utilize the internal reporting system and strengthen the system for reporting to the Audit and Supervisory Committee Members.
- System for reporting to the Audit and Supervisory Committee Members by directors and employees of subsidiaries or those who receive reports from them
- Audit and Supervisory Committee Members of subsidiaries shall meet with corporate auditors of the Company on a regular basis to provide information and exchange opinions with each other.
- Each subsidiary shall report to the Audit and Supervisory Committee Members on matters discussed at the Group Business Strategy Meeting.
- Subsidiaries shall also utilize the Company's internal reporting system and strengthen the system for reporting to the Audit and Supervisory Committee Members.
9. Systems to ensure that a person who makes a report under the preceding item will not be subjected to any disadvantageous treatment because of such report
- The Company shall maintain the confidentiality of the content of consultations through the whistle-blowing system and prohibit any disadvantageous treatment of those who have consulted with the Company.
10. Matters concerning procedures for prepayment or reimbursement of expenses incurred in the performance of duties by the Audit and Supervisory Committee Members and other policies concerning the treatment of expenses or liabilities incurred in the performance of such duties
- The Company shall pay all expenses necessary for the execution of duties by Audit and Supervisory Committee Members upon their request.
11. Other systems to ensure that the audits of the Audit and Supervisory Committee Members are conducted effectively
- The President shall hold not only regular meetings but also meetings as often as possible to exchange opinions on the company's operation as well as to communicate with Audit and Supervisory Committee Members, in addition to reporting on business.
- The President shall work with Audit and Supervisory Committee Members and accounting auditors to enhance the internal audit department in order to support effective audits.
Basic Policy on Elimination of Antisocial Forces and Maintenance Status
1. Basic Policy on Elimination of Antisocial Forces
- We do not have any relationship with antisocial forces. If we are contacted by antisocial forces, we will immediately report the matter to the police and systematically deal with violent demands and unjustified claims in cooperation with our legal advisors.
2. Status of Maintenance for Elimination of Antisocial Forces
- The Company's Charter of Corporate Behavior stipulates that the Company shall resolutely confront antisocial forces and groups that threaten the order and safety of civil society and shall never accept any unreasonable or illegal demands.
- The Company's Charter of Corporate Behavior is posted on the Company's website.
- All Board Members and employees of the Group are committed to complying with the Compliance Program, which includes the Charter of Corporate Behavior, the Compliance Code of Conduct, and the Whistleblower System.
- The General Affairs Department oversees the response to these forces and is a member of the Federation for the Prevention of Special Violence, and collects the latest relevant information from the jurisdictional police stations, administrators of shareholder registry, etc., in order to prepare for unforeseen situations.