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Internal Control Systems
- Corporate Governance （440KB）
(As of Sept. 30, 2016)
We maintain an internal control system to secure the appropriateness of our duties and duties of the industrial group consisting of our and subsidiaries as follows based on company law and the company law enforcement regulations.
1. The system to secure the laws and ordinances conformity of our director’s duties
When our director carries out duties, we indicate that compliance and corporate social responsibility are most important degree.
Through the discussion in the board of directors and the business meeting, we raise awareness for the compliance of all directors and carry out the execution of duties thoroughly based on it.
We run our board of directors based on board of directors official regulations and, as a general rule, hold it once a month. We plan the mutual understanding between directors and supervise the duties execution mutually and the inspector attends, too and inspects legality of the execution of the duties of the director.
2. The system about preservation and management of the information
About the document or other information, We carry out the use such as document management official regulations, insider trading management official regulations and perform the reviews such as inspection of the operational situation, each official regulations as needed. About these office work, management headquarters management director has jurisdiction over it; including the progress of inspection, the review of the operational situation report it to the board of directors regularly.
3. The official regulations and system about the management of the danger of loss
We decide the basic policy of the countermeasure that or evasion will minimize various company risks that outbreak is predicted in future and prepare appropriately beforehand. Specifically, a president-director and a charge director of the risk management perform scrubbed finish of the risk information, which the information that is necessary on development and the decision making of our corporate strategy and management plan. We maintain evasion or the system to minimize it with a risk to give the serious damage to our management by outbreak or the officer of other disasters conducting non-appropriate affairs.
The internal inspection office assumes it an organization of the president-director direct control. They examines an inspection enforcement item and a method based on domestic inspection official regulations and draws up an inspection plan and carries out the inspection based on the plan.
When laws and ordinances articles of association violation is discovered by them or when the duties execution act at risk for the loss is discovered based on other reasons, they report to a president-director promptly.
4. The system to secure effectiveness
As a general rule, we hold the board of directors once a month and we plan the mutual understanding between directors and supervise the duties execution mutually to confirm that the officiation of the director is performed effectively
We introduce an operating officer system to plan management and separation of the duties execution. And we plan efficiency of the management by that each operating officer share the duties execution with a decision from the Board of Directors policy, supervision.
About the duties execution of the operating officer, we perform confirmation, a report of the duties execution situation in the board of directors, a business meeting and make decision by consultation about the important matter.
We promote rationalization and the introduction of IT of the duties system to secure that the execution of the duties of the director is carried out effectively.
5. The system to secure the laws and ordinances conformity of our employee
We establish compliance official regulations.
We publicize that We meet laws and ordinances and articles of association when a servant carries out duties and I achieve the social responsibility as the company if the most relevant and am thorough and establish a basic operation posture through a compliance manual or the training,We confirm whether an internal control system functions effectively by Internal inspection office and watch the execution situation of the duties of the servant.
Internal inspection office report to business section about an inspection result and instruct it. Internal inspection office also report to President & CEO.
6. The system to secure the duties adequacy of the subsidiary
(1)The report system
We dispatch our director and inspector in all subsidiaries as a director and an inspector, and the important matter of our each subsidiary builds the system reported to us through a director dispatched by us and an inspector. From the subsidiary, We receive the presentation of the periodical document to keep the board of directors minutes, the management contents of the monthly financial statements and others subsidiary under control precisely continuously and report us to the board of directors as needed. If a timely disclosure matter occurs in a subsidiary, we let them report it to the board of directors, a business meeting.
(2)The system about the management of the subsidiary’s danger of the loss
a president-director and a charge director of the risk management perform scrubbed finish of the risk information, which the information that is necessary on development and the decision making of the corporate strategy and management plan of subsidiary companies.
If they grasp outbreak of the danger of the loss in the subsidiary, the section in charge of our subsidiary reports the influence on contents and us in the board of directors, a business meeting immediately.
(3)The system to secure effectiveness of the duties of subsidiary's director
We and our subsidiary discusses it about the matter which is important to management such as the management plan in the subsidiary, the important investment beforehand with a company and keeps close cooperation and aims at the improvement of achievements of the whole industrial group, the prosperity of the business.
We introduced a common accounting system in our group, and we use common network and file server between a subsidiary and maintain the system that information circulates smoothly between our groups.
(4)The system to secure the laws and ordinances conformity of our subsidiary director's duties
We apply compliance official regulations to a member of our subsidiary.
We establish “Compliance report and consultation line“, that is officers and employee of us and our subsidiary who can do a report, consultation. when they knew compliance violation and the act that it might violate. “Compliance report and consultation line“ is that consulters can directly talk to director management division who is chief compliance officer.
We dispatch Internal inspection office to the subsidiary regularly to prevent the inappropriate business, accounts processing in the subsidiary, and we dispatch a management section to the subsidiary as needed and inspect it.
7. The system to elect of the adjunct of our inspector
If our inspector demand to employ the servant who should assist duties, President & CEO elects a well-qualified person it immediately into consideration about the number of people, requirements, period and a reason.
8. The system to secure of independency for the adjunct of the inspector
The adjunct of our inspector supports inspection duties of the inspector under the conduct supervision of the inspector. About personnel changes, the evaluation of the adjunct, a prior agreement of the supervisory board is necessary.
9. The system for the thing which received a report to an inspector not to achieve a disadvantage
In case our director and servant discover the fact that might give the remarkable damage to our and subsidiary, they report it to an inspector promptly. In addition, the standing inspector attends at the important meetings such as the board of directors and the business meeting to grasp the execution situation of an important decision-making process and duties and reads an important document about the duties execution such as requests for decision making and decides to demand the explanation from a director and a servant as needed.
A director and the servant report the matter that an inspector called for a report immediately.
The inspector receives the explanation about audit contents from accounts auditor and duties inspection contents from a domestic inspection room. In addition, The inspector plans cooperation for them such as changing the information.
If reported a problem about the compliance of us and our subsidiary from “Compliance report and consultation line“ , our CCO report about to an inspector as needed.For the person who reported it for the inspector, we prohibit that we perform the disadvantageous handling by the reason of the thing that we reported concerned, and we publicize so in us and a subsidiary, and we shall be thorough.
10. Policy about the handling of expense and debt that occurred in the duties execution of the inspector
When, in us, an inspector demanded the payment in advance of the expense based on company law Article 388 from us about the execution of the duties, We process the immediately expense concerned or a debt unless it was admitted that an expense to affect the request concerned or a debt is not necessary for the execution of the duties of the inspector concerned after the deliberation in a charge post.
11. The system to secure that the inspection of our inspector is carried out effectively(Other contents)
Our director and servant deepen understanding for the inspection of the inspector and try to maintain environment of the inspector inspection.
Our President & CEO gives a periodical exchange of opinions with an inspector and builds the system for an inspector to carry out appropriate mutual understanding with the domestic inspection room and effective inspection duties.We think that basic way of thinking for the antisocial power exclusion and maintenance situation we must cope in a determined manner for the antisocial power.
The thing which we must correspond to in a determined manner for the antisocial power is a basic way of thinking for our antisocial power exclusion. For the demand from racketeers in particular, we go in a resolute manner, and there must not be things giving profit in the property about the use of stockholder's rights and removes all relations that may be said to be the opaque adhesion. If our officer and employee have some kind of relations with such a group and individual without intending, they report the fact to the relations post quickly and receive appropriate instructions about a subsequent action.