Basic Policy Regarding the Internal
Control System

Basic Policy Regarding the Internal Control System

1. System for Ensuring Compliance with Laws, Regulations and the Articles of Incorporation in the
Performance of Duties by Directors and Employees
  • ・The Company is to promote the thorough understanding of the “Code of Conduct” by Directors and employees.
  • ・The Company is to establish and maintain the internal control system to ensure the reliability
    of financial reporting, and conduct its assessment appropriately.
  • ・The Company is to comprehend promptly and cope appropriately with any violation of the
    laws and any other material matters related to compliance in accordance with the “Rules of
    Whistleblowing System”.
  • ・The Company is to take decisive actions against anti-social forces, and promote efforts for
    cutting off any and all relationship with anti-social forces in accordance with the “Regulations
    regarding Anti-Social Forces”.
  • ・The Company is to regularly implement internal audit in accordance with the “Internal Audit
    Rules” and verify the above matters.
2.System for Preservation and Management of Information Relating to the
Performance of the Duties by Directors
The documents and related materials concerning the Directors’ performance, including
the minutes of board directors meeting, shall be properly preserved and managed in
accordance with the laws and the “Document Management Rules”, and made accessible to
the Directors and Corporate Auditors at any time.
3. Regulations Concerning the Management of the Risk of Loss and Other Relevant Risk
Management System
The Company is to take measures promptly and appropriately against the management
risks affecting on the operation of the Company in accordance with the “Risk
Management Rules”.
4. System for Ensuring Efficient Functioning of Directors
  • ・The midterm-business plan shall be formulated, under which the Directors are to
    perform their duties, and by which the internal control are to be implemented.
  • ・The Company is to have regular and extraordinary board director meetings as
    well as other meetings, using IT system, to make any decisions necessary for performing the
    duties in a timely manner.
5. System for Ensuring the Adequacy of Operations of the Solasia Group
(Consisting of Solasia and its Subsidiary)
1) System for Ensuring Compliance with Laws, Regulations and the Articles of
Incorporation in the Performance of Duties by Directors and Employees of the Subsidiary
  • ・The Company is to establish the Code of Conduct of Solasia Group covering the
    subsidiary and promote the thorough understanding of such Code by Directors and
    employees of the subsidiary.
  • ・All of the operations and activities of the subsidiary are to be subject to internal audit
    by the audit division.
2) System for Reporting of the Matters Relating to Business Operation performed by
Directors of the Subsidiary
  • ・The Company is to appoint Directors and Corporate Auditors as Directors of the
    subsidiary and to incorporate the subsidiary’s operations into the internal control system.
  • ・The Company is to clarify for any matters that require approval from, or report to,
    the Company and to comply with these criteria thoroughly.
3) Regulations of the Subsidiary Concerning the Management of the Risk of Loss and
Other Relevant Risk Management System
  • ・The Company is to build the subsidiary risk management system which follows the
    “Risk Management Rule”.
4) System for Ensuring Efficient Functioning of Directors of the Subsidiary
  • ・The operations of the subsidiary shall be covered by the mid-term business plan,
    under which the Directors of the subsidiary are to perform their duties, and by which the
    internal control are to be implemented.
6. Matters Regarding Employees Assisting Corporate Auditors and the
Independence of Such Employees from the Directors
・The Corporate Auditors may instruct the employees assisting any matters required
for the audit and such assistants shall be free from the command and control of other
Directors and employees.
7. System for Reporting by Directors and Employees to Corporate Auditors and
other systems for reporting to the Corporate Auditors
  • ・The Company is to ensure that the Corporate Auditors attend any and all of the
    company meetings and obtain any information relating to the effective internal control
    system appropriately.
  • ・The Directors and employees are to report their performance to the Corporate
    Auditors upon their request.
  • ・The Directors and employee are to report any and all the matters that infringe of laws
    and regulations and could have a major impact on the finance or business of the
    Company, directly to the Corporate Auditors immediately after such matters recognized.
  • ・The Company is to ensure that such Directors and employees will not be treated
    adversely on the ground that they have reported such matters to the Corporate Auditors.
  • ・Upon request by the Corporate Auditors, the Company is to proceed promptly with
    advanced payments arising from the duties performed by them unless such payment is
    deemed unnecessary.
8.Other Relevant Systems for Ensuring the Proper Functioning of Audits
・The Corporate Auditors are to maintain close communication and coordination with
the division in charge of internal and independent auditors and the Company is to ensure
that the representative director shall have meetings regularly with the Corporate
Auditors to exchange opinions and information.

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