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Corporate Governance

Basic policy on corporate governance and its systems

Basic Idea for Corporate Governance

We promote construction and maintenance of business management systems as priority items which can cope with a change of the management environment quickly, while we improve business transparency for the purpose of effectiveness and efficiency of business operations, reliability of the financial statements, the compliance of the relevant laws and ordinances.

Organization Type

Audit and Supervisory Committee

Reasons for the Adoption of the Current Corporate Governance System

The Board of Directors has a "function of decision-making" and a "function of oversight of business execution." This allows for prompt and accurate managerial decision-making and business execution. In order to ensure sound monitoring of the Board of Directors, we appoints six outside directors, who are expected to provide advice on overall management from an objective and professional angle as outside directors. Of the six outside directors, three serve as Audit and Supervisory Committee members. Of the directors, six are appointed as independent directors. We have adopted the current system, as we judge that sound corporate governance is ensured as a company with the Audit and Supervisory Board.

Organizational Composition and Operation

An amendment to the Articles of Incorporation to grant the transfer to a company with the Audit and Supervisory Board was resolved on the 49th Annual General Meeting of Shareholders on June 24, 2020, when our Company transferred from a company with the Board of Auditors to a company with the Audit and Supervisory Board. This aims to further enhance the corporate governance of the Company by strengthening the monitoring functions of the Board of Directors and implementing stronger oversight.

Audit and Supervisory Committee

The Company has adopted the Company with an Audit and Supervisory Committee system. The Company's Audit and Supervisory Committee consists one chairman and two members. All of the three members are outside directors. All three Outside Directors who are Audit and Supervisory Committee Members are designated as Independent Officers in accordance with the regulations of the Tokyo Stock Exchange, and they are appointed with the expectation that their professional views and external perspectives will be utilized in the audit system. The Audit and Supervisory Board holds monthly meetings in order to enhance our Company's audit system. They also hold Auditor Liaison Committee meetings, which includes the Group companies regularly to ensure the sharing of information and raise the overall level of the Audit and Supervisory Board.

Board of Directors

The Board of Directors, composed of the Representative Director, Executive President who chairs it, six directors and three directors serving as Audit and Supervisory Board members, holds monthly meetings. We ensure that our corporate governance is a management system that functions properly by always having an auditor attend these meetings and actively state his/her valid opinion from the perspective of supervisor/auditor of corporate management. Of the directors, seven are outside corporate directors.

Executive Officer System

Our company has introduced the executive officer system to clarify the division of responsibilities between management supervision and business execution. Under this system, we are working to strengthen the supervision of business execution by the Board of Directors, while ensuring the soundness and efficiency of management by expediting decision-making. The number of executive officers who do not hold concurrent positions as directors of our company is 13.

Group Executive Committee

The Group Executive Committee, composed of the Representative Director, Executive President, who chairs it, three directors, one Audit and Supervisory Committee member, 13 executive officers, 16 division/general managers, presidents or officers of subsidiary companies, or division managers designated by directors,etc., holds monthly meetings, where each department gives performance reports and considers future measures centered around budget control.

Legal Matters

We have concluded an advisory contract with several law firms and have established a system to receive timely advice and guidance on all legal issues.

Risk Management Committee

The "Risk Management Committee," composed of the Representative Director, Executive President who chairs it, three directors, 13 executive officers, two division managers, one senior managers and the Secretariat, holds monthly meetings to discuss and check the progress of countermeasures concerning risks that may adversely affect our business development.

The Nominating and Compensation Committee

We have established the Nominating and Compensation Committee where outside directors constitute a majority of its membership as a voluntary advisory body to the Board of Directors in order to appoint and dismiss senior management, nominate director candidates and to further enhance enhance its corporate governance by strengthening the independence, objectivity and accountability of the Board of Directors' functions relating to the compensation, etc. for senior management and directors. The Nominating and Compensation Committee consists of three members (Representative Director, Executive President who chairs it and two outside directors).

System to Ensure the Proper Operation of Our Subsidiary Companies

We dispatch our executive officers to our subsidiaries as corporate auditors, establishing a system in which important matters of our subsidiary companies are reported to us through the executive officers.

Organization Chart

Organization Chart

Members of Board of Directors

In principle, the Board of Directors consists of members who have a wealth of knowledge, experience and qualification in specialized fields including our business, or members who have a wealth of knowledge and experience not only in the business field of our company but also in overall corporate management or industrial society, etc.

Information on Directors

Maximum Number of Directors Stipulated in Articles of Incorporation 20
Term of Office of Directors 1year
Chairperson of the Board of Directors President and Representative Director
Number of Directors 10
Appointment of Outside Directors Appointed
Number of Outside Directors 6
Number of Outside Directors Designated as Independent Directors 6

Outside Directors

Name Audit and Supervisory Committee Member Independent Director Supplementary Explanation of Conforming Items Reason for Selection as Outside Director
Yukiko Takenouchi   ----------- Over many years, Ms. Yukiko Takenouchi has engaged in corporate management and actively offered lectures and consultation on promoting female advancement. To reflect her wealth of experience in our company's management and the promotion of diversity, we requests her election as Outside Director. Her independence is sufficiently assured, as she has no potential conflict of interest with general shareholders as defined by the Tokyo Stock Exchange and meets our company’s “Criteria for Independence for Outside Directors.”
Hiromi Kitagawa   ----------- Ms. Hiromi Kitagawa has advanced academic knowledge on information management with an objective perspective as an outsider to this industry. To reflect her perspective and knowledge in our company's management, we request her election as Outside Director. Although candidate for Outside Director Ms. Hiromi Kitagawa has not been directly involved in corporate management, the Company has judged that she will appropriately execute the duties of Outside Director due to the above reasons. Her independence is sufficiently assured, since she has no potential conflict of interest with general shareholders as defined by the Tokyo Stock Exchange and meets our company’s “Criteria for Independence for Outside Directors.”
Masao Kurokawa   --- Mr. Kurokawa, after joining the Kanagawa Prefectural Government, served in important positions such as Vice Governor. In addition to possessing extensive knowledge and experience, he also has extensive personal connections particularly in local government circles. Accordingly, the Company has nominated him as a candidate for outside Director with the expectation that he will contribute to enhancing the corporate value of the Company. Mr. Kurokawa has never in the past been involved in the management of a company. However, the Company nominates him as a candidate for outside Director based on the above reasons. His independence is sufficiently assured, since he has no potential conflict of interest with general shareholders as defined by the Tokyo Stock Exchange and meets our company’s “Criteria for Independence for Outside Directors.”
Yusuke Ichikawa Our company has a business relationship with MST Insurance Service Co., Ltd., where Mr. Yusuke Ichikawa had worked until March 2020. However, the Company’s business with MST Insurance Service Co., Ltd. accounts for an extremely small percentage of the sales of MST Insurance Service Co., Ltd. and the Company. But there is no special interest between Mr. Yusuke Ichikawa and the Company. He is well versed in administrative work and has extensive experience and achievements regarding business management as well as advanced knowledge in corporate governance. The Company believes that he will contribute to enhancing the audit and supervision of our company from an objective and professional perspective, and requests his election as Outside Director (serving as Audit and Supervisory Board Member). Although candidate for Outside Director Mr. Yusuke Ichikawa has not been directly involved in corporate management, we have judged that he will appropriately execute the duties of Outside Director due to the above reasons. His independence is sufficiently assured, since he has no potential conflict of interest with general shareholders as defined by the Tokyo Stock Exchange and meets our company’s “Criteria for Independence for Outside Directors.”
Tetsuro Tsuboya The company has a business relationship with NTT DATA NJK Corporation, where Mr. Tetsuro Tsuboya served as a Managing Director until June 2018. However, the Company's business with NTT DATA NJK Corporation accounts for an extremely small percentage of the sales of NTT DATA NJK Corporation and the Company. But there is no special interest between Mr. Tetsuro Tsuboya and the Company. The Company expects Mr. Tetsuro Tsuboya to utilize his high level of professionalism related to finance systems and his abundant experience related to corporate management to audit and supervise the Company's management. Accordingly, the Company has appointed him as an outside director who is an Audit and Supervisory Committee Member. His independence is sufficiently assured, since he has no potential conflict of interest with general shareholders as defined by the Tokyo Stock Exchange and meets our company's "Criteria for Independence for Outside Directors."
Noriko Suzuki ----------- Ms. Suzuki has broad experience and insight related to working styles and career development for women as a university associate professor and lecturer, and the Company expects her to strengthen the audit and supervisory functions from an objective perspective. Accordingly, the Company has appointed her as an outside director who is an Audit and Supervisory Committee Member. Her independence is sufficiently assured, since he has no potential conflict of interest with general shareholders as defined by the Tokyo Stock Exchange and meets our company's "Criteria for Independence for Outside Directors."

Director Compensation

Disclosed Details on Policy for Determining Amount and Calculation Method for Remuneration

At the Board of Directors meeting held on February 19, 2021, the Company decided on its policy for determining remuneration for individual directors.
In addition, the Board of Directors examined the compensation, etc. for each individual director (excluding directors who are Audit and Supervisory Committee members) in the relevant fiscal year and confirmed that the policies on deciding the compensation, etc. and the compensation, etc. that was decided on were consistent with the policies for making such decisions that had been resolved by the Board of Directors, and that the recommendations of the Nomination and Compensation Advisory Committee had been respected. The Board of Directors thus determined that these matters were consistent with the relevant policies for determining remuneration.

The policies for determining compensation, etc. for individual directors are as follows:

1. Basic Policy
The basic policy on compensation for the Company's director (excluding directors who are Audit and Supervisory Committee members) is that the compensation system shall be linked to shareholders' benefits so that compensation functions as an incentive to continuously improve corporate value, and that when deciding on compensation for individual directors, it shall be an appropriate level based on their respective work responsibilities. Specifically, compensation for managing directors consists of the base salary, which is their fixed salary, and stock-based remuneration, while directors and external directors who have supervisory functions and are not engaged in business execution are only paid a base salary, given their work.

2. Policy for Determining Amount of Base Salary (Monetary Remuneration) for Individuals (including policies related to decisions on timing and conditions for giving compensation, etc.)
The Company's base salary for its directors (excluding directors who are Audit and Supervisory Committee members) is the fixed salary paid every month, and is determined based on comprehensive consideration of their job responsibilities, performance in each fiscal period, extent of contributions, and other.

3. Policy for Determining Content of Non-Monetary Remuneration and Method for Calculating Amount and Figures  (including policies related to decisions on timing and conditions for giving compensation, etc.)
Non-monetary remuneration, etc. consists of transfer-restricted stock, and the total amount of monetary remuneration paid to grant transfer-restricted accounts is no more than 50 million yen a year.
The specific allocation is determined based on a comprehensive consideration of operating income, net income, ordinary income, net sales, etc. in the short term, and ROE, share prices, market capitalization, etc. in the long term, and is reflected in compensation for the following fiscal period. The timing of the payment is decided by the Board of Directors every year in July, and allocations are made in August.

4. Policy on Deciding on Percentage of Monetary Remuneration and Non-Monetary Remuneration, etc. Making Up Individual Directors' Compensation, etc.
The Nomination and Compensation Advisory Committee examines remuneration proportions by type for managing directors by objectively comparing compensation levels and the connection to performance using data on director compensation from an outside research organization in order to ensure objectivity and appropriateness. The Board of Directors (the representative director and executive president who is delegated in line with 5.) respects the recommendations of the Nomination and Compensation Advisory Committee, and the content of the compensation, etc. for individual directors is determined within the scope of the percentage of compensation by type laid out in these recommendations. The policy is that payment should be made at the optimal percentages so that shareholders and managers share the same interests and it contributes to the sustainable improvement of corporate value.
*Non-monetary remuneration, etc. consists of transfer-restricted stock.

5. Matters Related to Decisions on Content of Directors' Individual Compensation, etc.
Based on the resolution by the Board of Directors, the representative director and executive president is delegated to make decisions on the specific content of individuals' compensation. Authority over this decision extends to the amount of base salary for directors (excluding directors who are Audit and Supervisory Committee members) and the number of shares allocated to individuals as stock-based remuneration. The Board of Directors receives feedback and recommendations on the draft from the Nomination and Compensation Advisory Committee to ensure that this authority is exercised appropriately by the representative director and executive president. The representative director and executive president, having been given this authority, must make decisions in line with these recommendations.

6. Important Matters Related to Decisions on Content of Other Compensation, etc. for Individuals
Transfer-restricted shares, which are non-monetary remuneration, are subject to a clawback clause that allows all or some of the share-based remuneration to be returned without compensation in the event that the director engages in inappropriate actions or violates laws during his/her tenure.
Compensation for directors who are Audit and Supervisory Board members consists only of the base salary. This is determined in discussion with directors who are Audit and Supervisory Board members, taking into account the division of responsibilities, with separate amounts for full-time and part-time directors, within the scope of the total compensation amount decided at the General Meeting of Shareholders.

 

Compensation of Directors/Audit and Supervisory Committee Members

The total amounts of compensation, etc. paid to directors/audit and supervisory committee members during the fiscal year ended March 2023 were as follows
Total amount of compensation, etc. paid to eight directors (excluding audit and supervisory committee members): 138 million yen (Of which, the total amount paid to three outside directors: 18 million yen)
Total amount of compensation, etc. paid to six directors (excluding audit and supervisory committee members) : 24 million yen (Of which, the total amount paid to six outside directors: 24 million yen)

(Note)

  1. The above number of directors include three directors who retired at the closing of the 51st General Meeting of Shareholders held on June 24, 2022.
  2. The above compensation amount paid to directors excludes the portion of employee’s salary for directors who concurrently serve as employees.

Supporting System for Outside Directors

We have not established the division responsible for supporting outside directors at present. The officers in charge, however, provide outside directors with prior explanations and materials as required. Although we have not established the division responsible for supporting outside directors serving as Audit and Supervisory Board members, Audit and Supervisory Board members other than standing members are provided with necessary information including that on the operation of the Board by standing Audit and Supervisory Board members as required.

Response to Japan's Corporate Governance Code

Disclosure Based on Each Principle of Japan's Corporate Governance Code

[Principle 1-4 Cross-shareholdings]

<Policy for Cross-shareholdings>

With an aim to ensure smooth operation of our company and maintain and strengthen business relationships with its customers, we hold the shares of other companies as cross–shareholdings only when necessary, while comprehensively considering the medium- to long-term economic rationality and the future outlook of the companies. With a view to reduce cross-holdings, we regularly review the purpose of holding, risks and investment returns of each stock as well as its policy for cross-shareholdings based on changes in business environment .

<Standards for Exercising Voting Rights Relating to Cross-shareholdings>

In exercising voting rights related to cross-shareholdings, we check each proposal and makes a judgement on whether to approve or reject it from the perspective of whether said proposal complies with our company's policy for cross-shareholdings and will lead to an increase in corporate value based on comprehensive consideration of said investee's management policy and strategies. We will discuss each proposal,etc. with issuing companies as required.

[Principle 1-7 Related Party Transactions]

For transactions involving a conflict of interest or competition with our company, we have established an appropriate monitoring system, which requires all directors to report such transactions to the Board of Directors without delay and obtain its approval in accordance with the Rules of the Board of Directors. The Standards for Audits by Audit and Supervisory Board members require such transactions by directors to be monitored and examined. In the event of a violation or a suspected violation of such obligation, the Audit and Supervisory Board is required to take necessary measures such as providing advice and recommendations to such director.

[Principle 2-4-1 Ensuring Diversity in Promoting Core Human Resources, etc.]

We actively and continuously recruit and hire diverse human resources including women, foreign nationals, and midcareer hires, and we have taken measures to establish workplace environments where they can demonstrate their individual attributes and aptitudes and to develop the management team. We have set a target of increasing women in management positions from 8.2% today to 12% by March 2026, and have adopted a policy of hiring at least 40% women among hired recent graduates. For information on other initiatives, refer to the Company website (https://www.inet.co.jp/english/sustainability/social/diversity.html). Under the mid-term management plan, in addition to existing measures, we will implement a midcareer hiring strategy and reinforce education and training programs and their content to enhance human resource capabilities on all levels.

[Principle 2-6 Fulfilling the Function of Owner of Corporate Pension Assets]

The defined-benefit corporation pension assets are jointly managed by Human Resources Department, Accounting Department and Finance Department. We assign qualified persons responsible for asset management and regularly share information with investment institutions while monitoring the status of asset management.

[Principle 3-1 Full Disclosure]

  • (i)Our objectives (corporate philosophy, management policy and Charter of Corporate Behavior) are posted on our website.
    https://www.inet.co.jp/english/company/inetway.html
  • (ii)Our company's basic stance on corporate governance is as described in I-1. "Basic Stance" in this report.
  • (iii)Policy and procedures in determining the compensation for directors are as described in Ⅱ-1. "Compensation for Directors: Disclosure of Policy on Determining Compensation Amounts and Calculation Methods."
  • (iv)We appoint candidates for directors who have advanced integrity and insights with high ability and experience in corporate management. Regarding the appointment of outside directors, we appoint persons who are expected to supervise and audit corporate management and business execution from objective and various perspectives, in addition to possessing the above qualifications.
    Proposals for appointment, dismissal and nomination of director candidates are delivered by the Representative Director and determined by resolution of the Board of Directors based on the report of the Nominating and Compensation Committee. Proposals for appointment, dismissal and nomination of candidates for directors serving as Audit and Supervisory Board members are determined, with the consent of the Audit and Supervisory Board.
  • (v)The reasons for the election of the Director candidates are as described in the convocation notice of the General Meeting of Shareholders. The reasons for the election of the Outside Director candidates are as described in Ⅱ-1 "Directors: Relationship with our company (2)" in this report.
    Page5 to 11 of Notice of the Annual General Meeting of Shareholders
    https://www.inet.co.jp/english/ir/20230622-01en.pdf

[Supplementary Principle 3-1-3 Sustainability Initiatives]

Please refer to the Company’s website for information on our management strategies, sustainability initiatives, and other measures.

(1)Mid- to long-term objectives and management strategy

(2)Mid-term management plan

(3)Sustainability initiatives

<Investment in human capital and intellectual property>

The Company establishes a Medium-term Management Plan, and bases its management strategy on a defensive approach that reinforces ties with the customer and an offensive approach that advocates breaking into new market areas and services. We strive to ensure that a customer-first commitment is shared by the entire Company, and propose added value, develop products and services with growth potential, invest in employees, and strive to improve tangible and intangible value. We make investments in our future, based on the Medium-term Management Plan, such as investments in our employees, who are the foundation of everything, data centers that are the core of our business models, and research and development that leads to differentiation and stronger competitiveness.

<Disclosures pursuant to the TCFD>

Please refer to the Company’s website for climate-related financial disclosures (disclosures based on TCFD recommendations).
https://www.inet.co.jp/sustainability/environment/tcfd.pdf (Japanese text only)

[Supplementary Principle 4-1-1 Roles and Responsibilities of the Board of Directors]

In accordance with the Rules of the Board of Directors, the Board of Directors makes decisions on matters prescribed in laws and regulations and the Articles of Incorporation as well as on basic matters regarding business execution while supervising the execution of duties by directors. With regard to the execution of each business, the Rules of the Board of Directors, the Rules of Division of Responsibilities and the Rules of Delegation of Authority stipulate the details clearly.

[Principle 4-9: Independence Standards and Qualification for Independent Outside Directors]

Outside directors must fulfill the independence criteria defined by the Tokyo Stock Exchange and the "Independence Standards for Independent Officers"prescribed by our company. We appoint persons who are expected to provide appropriate advice and supervise management from an objective and neutral position by making use of his/her expert knowledge and experience,etc. in various fields. Our company's "Independence Standards for Independent Officers" are stated inⅡ-1. "Independent Officers: Other Matters Regarding Independent Officers."

[Supplementary Principle 4-10-1 Approach Concerning the Independence of the Nominating and Compensation Committees and their Authority and Roles]

We have appointed six independent, outside directors to the Board. These directors do not constitute a majority of the Board, but each uses highly specialized knowledge and extensive experience, expresses opinions to the Board and individual directors, and gives advice as necessary. The outside directors actively engage in deliberations at Board meetings, and we have established fair and highly transparent systems. We established a Nominating and Compensation Committee in April 2020, of which a majority of the members are independent, outside directors, to incorporate independent and outside, objective opinions. As a result, the transparency, fairness, and objectivity of procedures relating to the appointment and removal of officers and officer compensation have increased.

[Supplementary Principle 4-11-1 Views on diversity of the Board of Directors

In order to effectively perform the roles and responsibilities of the Board of Directors and perform swift decision-making, the number of directors is limited. In principle, the Board of Directors consists of members, who have a wealth of knowledge, experience and qualification in various fields including that of our company, or members who have a wealth of knowledge and experience not only in the business field of our company but also in overall corporate management or industrial society, etc.
In addition, we disclose a skill matrix for all directors in the notice of convocation of the General Meeting of Shareholders.

Notice of annual meeting of shareholders and proxy statement (Page15)

[Supplementary Principle 4-11-2 Concurrent Positions of Directors and Auditors

Important concurrent positions held by directors are disclosed upon the occurrence of such event.

[Supplementary Principle 4-11-3 Evaluation of the effectiveness for the Board of Directors

We have conducted questionnaire surveys targeting directors since the fiscal year ended in March 2017. The results are analyzed and reported to the Board of Directors. In the fiscal year ended in March 2023, we evaluated the effectiveness of the Board of Directors as a whole through a questionnaire conducted on 11 officers including outside directors and Audit and Supervisory Committee. The result of the evaluation was reported to the regular meeting of the Board of Directors held in April 2020.
The result of the analysis indicates that the effectiveness of the Board of Directors has been fully secured. As future tasks, however, some comments were made on the need of "distribution of materials and explanation before deliberation", "a framework for sharing results of dialogue with shareholders with the Board of Directors" and "design of a compensation system for the management." The comments were shared as future tasks for the Board of Directors to enhance its effectiveness.

[Supplementary Principles 4-14-2 Training for Directors and Auditors]

In order to fully understand the Group, outside directors must receive explanations by the executive officers in charge, etc. on our company's businesses, finances and organization, etc. in a timely manner when assuming their positions. Directors must be provided with necessary information from within our company or external institutions, etc. on economic conditions, industry trends, finances and accounting, compliance, etc. to fulfil their roles of supervision and auditing of our company's management.

[Supplementary Principles 5-1 Policy for Constructive Dialogue with Shareholders]

We clearly defines its "IR policy" and publishes the basic policy, standards for information disclosure, methods of information disclosure and quiet period,etc. In order to contribute to the sustainable growth and middle- to long-term enhancement of corporate value, the Company holds dialogue with shareholders and investors, to a reasonable extent.
The Company has established the Corporate Strategy and Investor Relations Department as a department in charge of IR and has established an IR system which an executive officer in charge of IR.
Information on the company's performance and financial conditions, etc. is appropriately and timely disclosed to stakeholders including shareholders and investors by in charge of IR department, in full collaboration with the Corporate Strategy Department, General Affairs Department, Accounting Department, Human Resources Department and business divisions, etc. As our efforts to engage in dialogue with shareholders, we hold business briefings following the announcement of year-end financial results and financial results briefings for analysts and institutional investors biannually, where the President and Representative Director makes explanations to shareholders or has dialogue with shareholders.
The President and Representative Director, senior management and the department in charge of IR hold individual meetings with institutional investors and corporate briefing sessions for individual investors as appropriate. The director in charge of IR provides feedback on the opinions of shareholders and investors by submitting proposals and reports to the Board of Directors as necessary. When engaging in dialogue with shareholders, we handle insider information with great care in accordance with the internal rules.

[Responses towards the actualization of management that recognizes capital cost and stock value (in progress)]: English release

We recognize that management’s most critical task is to work consistently towards increasing the corporate value of the group. For this reason, we emphasize management targets for net sales, operating profit, operating margins, and ROE, formulate management strategies based on the features of each service within our company, and then use those as the foundation for formulating our management plan. Our Medium-term Management Plan sets specific timeframes and target values for those targets, and we will achieve those target values by consistently executing the fiscal year’s plans for each quarter.

We also understand the values calculated from placing certain conditions on the capital costs and returns on capital for our group, although we currently do not link them directly to specific management target values. We understand, however, how our group’s capital costs and returns on capital help achieve optimal management resource allocation from the perspective of our business portfolio and discuss them in Board of Directors and other executive meetings. Moving forward, we will investigate these items further to formulate management plans that reflect improvements in these management targets.

We are currently investigating the application of the group’s capital costs and returns on capital within our company and plan to disclose the results of these investigations.

Compliance / Protection of Personal Information / Risk Management

Basic Policy on Compliance

As a member of a key industry that provides the public's information infrastructure, the Group has designated contributing to the development of a sound information society as I-Net's Corporate Behavior Charter, and in addition to building a compliance promotion system, the Group strives to provide education activities for officers and employees when needed, improve corporate ethics, and strengthen legal compliance.

Protection of Personal Information

Since obtaining the Privacy Mark on December 3, 1999, the Company has continued to pass the ongoing reviews and renewed its certification. The Company makes continuous improvements to its management system for the protection of personal information. Appropriately managing and protecting the personal information entrusted to us is the Company's social responsibility and a basic business activity. With this understanding, we regularly hold educational activities, such as giving training to all employees every year through e-learning to deepen understanding of the Personal Information Protection Law, and also take exhaustive measures to prevent the outflow of information outside the Company and to prevent leaks due to inappropriate access from outside the Company as we strive to protect personal information.

Basic Policy on Risk Management

As independent entities, the Company and Group companies are working to improve the Group's business value by building a risk management system tailored to Group management policies and strategic targets and managing risk in accordance with characteristics that differ according to business types and risk type, based on their own responsibility. Group companies independently optimize risk types and definitions, based on company scale, characteristics, and operation type; build a risk management system and assess and monitor the different risks; and take countermeasures.
The Risk Management Division addresses the Group's risk management by working with the risk management and other departments of the respective companies, and identifying and sharing the risk management status and progress made on various measures by holding Group Risk Management Committees and taking other measures.

Internal Control System

Basic Stance on Internal Control System and the Progress of System Development

Basic Policy on Establishment of Internal Control System

(1)System for ensuring compliance with laws and the Articles of Incorporation in the execution of duties by directors and employees of our company and its Group companies

We have established the "Charter of Corporate Code" in accordance with the management policy. The President and Representative Director repeatedly communicates the spirit of the charter to the directors and employees of our company and its Group companies in order to thoroughly establish compliance with laws and regulations as the basis upon which we conduct all our corporate activities.
The President and Representative Director appoints the director responsible for overall compliance and the Risk Management Office establishes, maintains and improves the compliance system.
The Internal Audit Office conducts audits from an independent standpoint and reports its results to the President and Representative Director.
We have established the Whistleblower Protection Rules as an internal notification system for reporting suspected non-compliance. In accordance with the Rules, we operate the internal notification system that allows directors and employees to report suspected non-compliance to our company through whistle blowing contact points. The status of reporting through the internal notification system is promptly reported to the Audit and Supervisory Board.
The Audit and Supervisory Board analyzes potential problems in the compliance system and reports its results to the Board of Directors. The Board of Directors regularly reviews the compliance system, identifies problems and makes improvements.

(2)System for retention and management of information pertaining to the execution of directors' duties

The President and Representative Director appoints a director responsible for retaining and managing information pertaining to the execution of duties by directors. Information pertaining to the execution of duties by directors is archived and managed in the form of paper or electronic means in accordance with the Document Management Rules. Directors may access these documents at any time in accordance with the Document Management Rules. The Document Management Rules and relevant rules should be reviewed and revised as required.

(3)Rules and other systems for loss risk management by the Company and its Group companies

Under the initiative of the Risk Management Office, we establishe the cross-sectoral Risk Management Committee chaired by the President and Representative Director to review the risks. The Risk Management Committee endeavors to improve and strengthen the risk management system by reviewing the Risk Management Rules, designating a department responsible for each risk category and managing risks for the entire Group exhaustively and comprehensively.
The Internal Audit Office audits the status of risk management by each department and regularly reports its results to the Board of Directors.

(4)System for ensuring the effectiveness of the execution of duties by directors of our company and its Group companies

As a basic structure for ensuring the effectiveness of the execution of duties by directors, the Bord of Directors holds monthly meetings and extraordinary meetings as required.
The status of execution of duties by directors based on the resolution by the Board of Directors is reported by the director in charge to the Board of Directors and audited by the Audit and Supervisory Board and the Internal Audit Office in a timely manner. The monthly Department Head meetings are also held in order to ensure the effectiveness of the execution of duties by directors.
Mid-term management plans and single-year business plans for the entire Group are developed and company-wide targets are set. The Group Executive Committee, composed of division managers and those with higher positions of our company and its Group companies, holds monthly meetings, where the status of business execution is reported and measures and factors impeding the efficiency of business execution are analyzed and improved.

(5)System for ensuring operational appropriateness of the corporate group consisting of our company and its Group companies

Management of Group companies is conducted by the officer in charge in accordance with the"Affilicated Companies Management Rules.” The presidents of Group companies attend the monthly Group Executive Committee meetings and exchange information smoothly.
Directors of our company and its Group companies have the authority and responsibilities for the establishment and operation of the internal audit system for ensuring appropriate business execution by each division of our company and each Group company.
The Audit and Supervisory Board and the Internal Audit Office audit the Group management system regularly or as required and report its results to the Board of Directors.
In order to facilitate this, we establishe the Group Auditors Liaison Committee and the Internal Auditors Liaison Committee to share information.

(6)Matters regarding employees who assist the Audit and Supervisory Board; matters regarding such employees' independence from directors (excluding directors serving as Audit and Supervisory Board members); and matters regarding the ensuring of effectiveness of instructions given by the Audit and Supervisory Board Members to such employees

In cases where the Audit and Supervisory Board requests employees be appointed to assist it, the Board of Directors may appoint such employees from the Internal Audit Office or head office employees, in consultation with the Audit and Supervisory Board.
During the period of such employees' assisting the Audit and Supervisory Board, the right to command such employees is deemed to have been delegated to the Audit and Supervisory Board.
In order to ensure the effectiveness of instructions given by the Audit and Supervisory Board, with respect to the duties ordered to carry out by the Board, such employees may not accept instructions from directors (excluding Audit and Supervisory Board members) and the organization,etc. to which they belong. Transfers of such employees during such period may not be carried out without the consent of the Audit and Supervisory Board.

(7)System for ensuring that parties who have reported to the Audit and Supervisory Board do not incur unfavorable treatment as a consequence of such reporting

System for ensuring that parties who have reported to the Audit and Supervisory Board do not incur unfavorable treatment as a consequence of such reporting

(8)Procedures for pre-payment and reimbursement of expenses incurred in the execution of duties by the Audit and Supervisory Board members and matters regarding the policy on processing of other expenses and debt incurred in the execution of such duties

In cases where the Audit and Supervisory Board members claim pre-payment of expenses required for fulfilling its duties, we shall promptly provide pre-payment or reimbursement with respect to such expenses or debt.

(9)System for directors (excluding directors serving as Audit and Supervisory Board members) and employees of our company and its Group companies to report to the Audit and Supervisory Board; other systems for reporting to the Audit and Supervisory Board; and other systems for ensuring effective performance of audits by the Audit and Supervisory Board members

On June 24, 2020, we established regulations regarding matters to be reported to the Audit and Supervisory Board (matters designated by law, matters that may have a material impact on the management and performance of our company and its Group companies, status of implementation of internal audits, material violation of laws and the Articles of Incorporation and other matters). Directors (excluding directors serving as Audit and Supervisory Board members) and employees of our company must report matters set forth by the regulations to the Audit and Supervisory Board without delay.
Standing Audit and Supervisory Board members may attend Group Executive Committee meetings and other inhouse meetings and receive reports on important management information in a timely manner. In cases where the Audit and Supervisory Board finds it necessary, the Board may seek reports from directors and employees of our company and its Group companies at any time. The Audit and Supervisory Board regularly exchanges opinions with the President and Representative Director.

ESG

IR Calendar

  • Late June 2024The 53rd Annual General Meeting of Shareholders
  • Late July 2024Announcement of the financial results of 1Q
  • Late October 2024Announcement of the financial results of 2Q

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