Corporate Governance

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)

• 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.

• 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.

• 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".

• 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.