Helpful Info
Sustainability
Corporate Governance / Matters Concerning Internal Control System
- Out Line
Matters
Concerning Internal
Control System- Compliance
- Disclosure
Policy - Matters related to
directors, auditors and
independent directors/
auditors
1. Fundamental Approach to and Status of Development of Internal Control Systems
The Company’s Board of Directors has adopted resolutions as set forth below with regard to the development of systems for ensuring the appropriateness of operations of the Company and of the corporate group comprising the Company and its subsidiaries (the “Group”) in accordance with the Companies Act and the Companies Act Enforcement Regulations.
(1) Basic policy concerning business operations
The Company conducts business with clear authority and responsibility based on its corporate philosophy of giving “The Greatest Leisure for All People” by building management systems and organizational structures and establishing various rules that apply to all internal operations in order to continuously raise its corporate value.
The Company conducts business with clear authority and responsibility based on its corporate philosophy of giving “The Greatest Leisure for All People” by building management systems and organizational structures and establishing various rules that apply to all internal operations in order to continuously raise its corporate value.
(2) Systems to ensure that the execution of duties by Group directors and employees complies with laws and regulations as well as the Articles of Incorporation
a. Group directors and employees conduct lawful and fair business activities in compliance with the Group’s Corporate Code of Conduct.
b. To ensure that the execution of duties by Group directors and employees is in strict compliance with laws and regulations, the Company appointed a director responsible for compliance, established and operates various rules relating to compliance and an internal notification system, and conducts education and training to raise awareness of compliance by directors and employees.
c. The Internal Audit Office, which is the Company’s internal audit department and is independent from business divisions, performs internal audits regarding the status of compliance operations throughout the Group and periodically reports the results to the Company’s president and Board of Statutory Auditors and to the presidents of Group companies.
a. Group directors and employees conduct lawful and fair business activities in compliance with the Group’s Corporate Code of Conduct.
b. To ensure that the execution of duties by Group directors and employees is in strict compliance with laws and regulations, the Company appointed a director responsible for compliance, established and operates various rules relating to compliance and an internal notification system, and conducts education and training to raise awareness of compliance by directors and employees.
c. The Internal Audit Office, which is the Company’s internal audit department and is independent from business divisions, performs internal audits regarding the status of compliance operations throughout the Group and periodically reports the results to the Company’s president and Board of Statutory Auditors and to the presidents of Group companies.
(3) Systems to store and manage information relating to the execution of duties by the Company’s directors
a. Material documents including Board of Directors meeting minutes and approval documents relating to the duties of directors and other information are stored and managed in accordance with document management and other rules.
b. Directors and auditors may at any time examine the documents specified in the preceding paragraph.
a. Material documents including Board of Directors meeting minutes and approval documents relating to the duties of directors and other information are stored and managed in accordance with document management and other rules.
b. Directors and auditors may at any time examine the documents specified in the preceding paragraph.
(4) Rules and other systems relating to the management of the risk of loss by the Group
a. To establish risk management systems within the Group, the Company appointed a director responsible for risk management, established risk management and other rules, monitors the status of risks relating to markets, investment, disasters, and so on and makes companywide responses.
b. Risk management relating to operations within each of the Group’s divisions is performed by the relevant division. Further, each company in the Group establishes and implements rules relating to work-related authority and decision-making and endeavors to carry out appropriate management of risks relating to its own business operations.
c. The Company conducts education and training to raise awareness of risk management by directors and employees.
d. The Internal Audit Office performs internal audits regarding the status of day-to-day risk management by each division in the Group. In cases where correction or improvement is needed, a report is made to the Company’s president and Board of Statutory Auditors and to the presidents of Group companies, and the responsible division or division that was audited promptly implements countermeasures.
a. To establish risk management systems within the Group, the Company appointed a director responsible for risk management, established risk management and other rules, monitors the status of risks relating to markets, investment, disasters, and so on and makes companywide responses.
b. Risk management relating to operations within each of the Group’s divisions is performed by the relevant division. Further, each company in the Group establishes and implements rules relating to work-related authority and decision-making and endeavors to carry out appropriate management of risks relating to its own business operations.
c. The Company conducts education and training to raise awareness of risk management by directors and employees.
d. The Internal Audit Office performs internal audits regarding the status of day-to-day risk management by each division in the Group. In cases where correction or improvement is needed, a report is made to the Company’s president and Board of Statutory Auditors and to the presidents of Group companies, and the responsible division or division that was audited promptly implements countermeasures.
(5) Systems to ensure the efficient execution of duties of Group directors and employees
a. The Company’s Board of Directors meets monthly and at other times as necessary to make rapid and efficient management decisions.
b. The Company adopted a corporate officer system to ensure rapid decision-making in the execution of duties.
c. The Company clarifies responsibilities and authority within the Group pursuant to Rules for Division of Duties and Work Authority Rules and takes measures to ensure efficiency in the execution of duties throughout the Group.
d. Each company in the Group works in close collaboration with the Company regarding policies and measures based on Group management policies and undertakes corporate management in accordance with management plans agreed upon by both sides. Further, each company in the Group undertakes day-to-day business operations in accordance with applicable rules, keeping order and efficiency in mind, and carries out inter-organizational collaboration.
e. Within the Group, companywide targets shared by directors and employees are set based on medium-term business plans and annual business plans established in accordance with the medium-term plans, measures are taken to ensure that all directors and employees are fully aware of those plans, and efficient business operations are carried out to achieve those targets.
a. The Company’s Board of Directors meets monthly and at other times as necessary to make rapid and efficient management decisions.
b. The Company adopted a corporate officer system to ensure rapid decision-making in the execution of duties.
c. The Company clarifies responsibilities and authority within the Group pursuant to Rules for Division of Duties and Work Authority Rules and takes measures to ensure efficiency in the execution of duties throughout the Group.
d. Each company in the Group works in close collaboration with the Company regarding policies and measures based on Group management policies and undertakes corporate management in accordance with management plans agreed upon by both sides. Further, each company in the Group undertakes day-to-day business operations in accordance with applicable rules, keeping order and efficiency in mind, and carries out inter-organizational collaboration.
e. Within the Group, companywide targets shared by directors and employees are set based on medium-term business plans and annual business plans established in accordance with the medium-term plans, measures are taken to ensure that all directors and employees are fully aware of those plans, and efficient business operations are carried out to achieve those targets.
(6) Systems for ensuring proper reporting of matters relating to the execution of duties and other operations within the Group
a. The Company established rules on the management of affiliated companies, mandates that each company in the Group periodically reports to the Company regarding business results, financial status, and other material management information and takes measures to ascertain qualitative issues relating to compliance and risk management.
b. The Company works to ensure proper operations by subsidiaries and affiliated companies by engaging in mutual communication on a daily basis, seconding officers, exercising its voting rights, and other means.
c. The Company established and operates systems to ensure that intra-group transactions are carried out appropriately in accordance with laws and regulations as well as accounting and other social norms.
d. The Internal Audit Office performs internal audits concerning the status of operations by the Company and companies of the Group and reports the results to the Company’s president and Board of Statutory Auditors and to the presidents of Group companies.
e. The Company established a department responsible for internal compliance at Group Companies and created systems to ensure that consultations relating to internal controls between the Company and Group companies, information-sharing, conveyance of instructions and requests and so on are efficiently carried out.
a. The Company established rules on the management of affiliated companies, mandates that each company in the Group periodically reports to the Company regarding business results, financial status, and other material management information and takes measures to ascertain qualitative issues relating to compliance and risk management.
b. The Company works to ensure proper operations by subsidiaries and affiliated companies by engaging in mutual communication on a daily basis, seconding officers, exercising its voting rights, and other means.
c. The Company established and operates systems to ensure that intra-group transactions are carried out appropriately in accordance with laws and regulations as well as accounting and other social norms.
d. The Internal Audit Office performs internal audits concerning the status of operations by the Company and companies of the Group and reports the results to the Company’s president and Board of Statutory Auditors and to the presidents of Group companies.
e. The Company established a department responsible for internal compliance at Group Companies and created systems to ensure that consultations relating to internal controls between the Company and Group companies, information-sharing, conveyance of instructions and requests and so on are efficiently carried out.
(7) Matters relating to employees in the case where the Company’s auditors request the assignment of employees to assist them in the execution of their duties, matters relating to the independence of those employees from directors, and matters relating to ensuring the effectiveness of instructions by the Company’s auditors to those employees
a. The Company appoints employees to work exclusively in assisting the auditors with the execution of their duties. The auditors have the authority to issue instructions and orders to those employees, and those employees are not subject to instructions and orders from directors or other employees.
b. The auditors perform personnel evaluations of those employees, and decisions regarding assignments, treatments, transfers, disciplinary action and so on are made with the prior approval of the auditors.
a. The Company appoints employees to work exclusively in assisting the auditors with the execution of their duties. The auditors have the authority to issue instructions and orders to those employees, and those employees are not subject to instructions and orders from directors or other employees.
b. The auditors perform personnel evaluations of those employees, and decisions regarding assignments, treatments, transfers, disciplinary action and so on are made with the prior approval of the auditors.
(8) Systems for reporting to the Company’s auditors
a. In the case where a Group officer or employee discovers a major violation of laws and regulations, facts that could cause harm to the Group, or other material matters relating to business operations, such officer or employee reports to the auditors in a timely manner using appropriate methods. A person who receives a report from such person(s) reports to the auditors without delay.
b. When necessary, auditors can at any time request reports regarding material matters from Group officers and employees.
c. Auditors can attend the Board of Directors meetings of Group companies and can attend corporate officer conferences and other important business meetings. Further, auditors may examine relevant documents such as the minutes of such conferences and meetings and may request explanations.
d. The Group established an internal reporting system and the Company’s director responsible for compliance centrally manages information relating to compliance throughout the Group as a whole and periodically reports relevant information to the auditors.
a. In the case where a Group officer or employee discovers a major violation of laws and regulations, facts that could cause harm to the Group, or other material matters relating to business operations, such officer or employee reports to the auditors in a timely manner using appropriate methods. A person who receives a report from such person(s) reports to the auditors without delay.
b. When necessary, auditors can at any time request reports regarding material matters from Group officers and employees.
c. Auditors can attend the Board of Directors meetings of Group companies and can attend corporate officer conferences and other important business meetings. Further, auditors may examine relevant documents such as the minutes of such conferences and meetings and may request explanations.
d. The Group established an internal reporting system and the Company’s director responsible for compliance centrally manages information relating to compliance throughout the Group as a whole and periodically reports relevant information to the auditors.
(9) Systems for ensuring that persons who report to the Company’s auditors are not subject to prejudicial treatment because of such reporting
The Company prohibits prejudicial treatment of any person due to that person reporting to the auditors and takes measures to ensure that Group officers and employees are fully aware of this policy.
The Company prohibits prejudicial treatment of any person due to that person reporting to the auditors and takes measures to ensure that Group officers and employees are fully aware of this policy.
(10) Matters relating to policies regarding procedures for prepayment and reimbursement of expenses arising with respect to the execution of duties by the Company’s auditors and procedures for other expenses and reimbursement relating to such execution of duties
Expenses and obligations arising from the execution of duties by auditors are efficiently processed, generally without restriction, except in cases where it is determined that the expenses are not necessary for the execution of duties by the auditors.
Expenses and obligations arising from the execution of duties by auditors are efficiently processed, generally without restriction, except in cases where it is determined that the expenses are not necessary for the execution of duties by the auditors.
(11) Other systems to ensure that audits by auditors are effectively performed
a. Auditors can at any time request the opportunity to conduct individual hearings with Group officers and employees and periodically hold meetings with the Company’s president, Internal Audit Office, and accounting auditor for the exchange of opinions.
b. The auditors of Group companies hold quarterly group auditor conferences to share information, exchange opinions, and so on.
c. Auditors can consult with attorneys, certified public accountants, and other outside professionals when they determine it is necessary for the performance of audits, and the expenses are paid by the Company.
a. Auditors can at any time request the opportunity to conduct individual hearings with Group officers and employees and periodically hold meetings with the Company’s president, Internal Audit Office, and accounting auditor for the exchange of opinions.
b. The auditors of Group companies hold quarterly group auditor conferences to share information, exchange opinions, and so on.
c. Auditors can consult with attorneys, certified public accountants, and other outside professionals when they determine it is necessary for the performance of audits, and the expenses are paid by the Company.
2. Fundamental Approach to and Status of Development of Systems for the Exclusion of Anti-Social Forces
(1) Systems for the Exclusion of Anti-Social Forces
a. The Group’s fundamental policy is to eliminate all relationships with anti-social forces and organizations, eliminates all participation in management activities, and undertakes sound corporate management. Further, in the event of any contact with anti-social forces or organizations, the Group deals with them resolutely as an organization.
b. Even in the case where it is discovered that the Group has an unintentional relationship with anti-social forces, the Group has established systems to promptly eliminate those relationships through the incorporation in agreements and so on of provisions on the exclusion of anti-social forces.
c. Group company officers and employees are thoroughly informed that they are to eliminate all relationships with anti-social forces and organizations.
d. A division is specified for dealing with improper demands and the like, and the Group works in collaboration with competent police departments and other relevant organizations, works to gather and manage information, and deals with such improper demands with a resolute attitude.
a. The Group’s fundamental policy is to eliminate all relationships with anti-social forces and organizations, eliminates all participation in management activities, and undertakes sound corporate management. Further, in the event of any contact with anti-social forces or organizations, the Group deals with them resolutely as an organization.
b. Even in the case where it is discovered that the Group has an unintentional relationship with anti-social forces, the Group has established systems to promptly eliminate those relationships through the incorporation in agreements and so on of provisions on the exclusion of anti-social forces.
c. Group company officers and employees are thoroughly informed that they are to eliminate all relationships with anti-social forces and organizations.
d. A division is specified for dealing with improper demands and the like, and the Group works in collaboration with competent police departments and other relevant organizations, works to gather and manage information, and deals with such improper demands with a resolute attitude.
