Internal Control System
Basic Views on Internal Control System and the Progress of System Development
The Company has established the following systems to ensure appropriate business operations in its corporate group consisting of the Company and its subsidiaries in accordance with the Companies Act and the Ordinance for Enforcement of the Companies Act.
- 1Systems to ensure the execution of duties by directors and employees complies with laws, regulations, and the Company's articles of incorporation
The Company has established a CSR and Compliance Committee consisting of the Company's directors and separately nominated directors, officers, or employees of group companies. The CSR and Compliance Committee formulates policies and corresponding measures related to matters such as group-wide compliance management and the establishment of a safe and healthy work environment as a food company, and it supports and provides guidance for the effective implementation of compliance and other matters by the Group's directors and employees. In addition, the Company has established the Auditing Dept. as an internal audit department that is independent from business execution functions. The Auditing Dept. coordinates with the CSR and Compliance Committee, conducts audits of compliance conditions across the Group from an objective standpoint, and reports audit results to the chairman of the CSR and Compliance Committee and the Company's auditors. In addition, the Company has established a framework for whistleblowing to eliminate unlawful activities, and promotes internal awareness of the framework through various means, thus providing an environment that facilitates reporting.
- 2Systems to store and manage information regarding the execution of duties by directors
The Company provides a system for the storage and management of information (including the storage of information on electromagnetic media) regarding the execution of duties by directors. In addition, it provides a system that allows saved and stored information to be browsed at all times by directors and auditors.
- 3Regulations or other systems concerning the management of risk of loss
In accordance with its Division of Duties Regulations and its Group Company Management Regulations, the Company determines responsible departments for each risk category, manages risk through the responsible departments, and strives to reduce risks and prevent risks from materializing. In addition, it has established a CSR and Compliance Committee, conducts regular and irregular reviews of risk management conditions across the Group, and oversees and manages group-wide business operation and management strategy risks. In the event of an emergency, the chairman of the CSR and Compliance Committee convenes a meeting of the committee, and establishes a system to minimize the expansion of losses.
- 4Systems to ensure efficient execution of duties by directors
The Company has formulated Board of Directors Regulations, Regulations on Duties, Responsibilities, and Authority, and Division of Duties Regulations, clarified the scope of responsibilities and authority among directors and employees, and provided a system that ensures the duties of directors are exercised appropriately and efficiently. The Company appoints outside directors to promote active board deliberations and strengthen oversight functions.
- 5Systems to ensure appropriate business operations across the Group
The Company has established a system to share management information among the Company and group companies by holding meetings such as division-specific management meetings and CSR and Compliance Committee meetings. The Company draws up necessary policies such as a group management policies and medium-term management plans in accordance with its Group Company Management Regulations. In addition, it manages and controls group companies, and strives to ensure appropriate operation of group businesses based on such policies. In addition to audits performed by the Company's auditors, the Company also conducts internal audits led by its Auditing Dept. If necessary, it appoints its directors, auditors, or employees as directors or auditors of group companies, thus establishing a system that ensures appropriate business operations across the Group.
- 6If auditors request the assignment of employees to support their duties ("Assistants"), matters concerning such assistants, and matters concerning the securing of independence of such Assistants from directors and the effectiveness of directions issued to such Assistants
If the Company is requested by auditors to allocate Assistants, it will establish a system to allocate dedicated assistants. Decisions on matters such as personnel transfers, personnel evaluations, and disciplinary action for Assistants will require advance approval from the Company's auditors. In assisting the duties of the Company's auditors, Assistants will only follow the directions and orders of such auditors.
- 7Systems to report to auditors
The Company has established a system under which its auditors can attend board meetings and other important meetings such as the Conference of Group Management and CSR and Compliance Committee meeting, and express their views accordingly. It has also established a system under which its directors and employees or the directors, auditors, and employees of group companies immediately notify the Company's auditors of matters designated by law, matters that have a material impact on the Group, facts reported based on the whistleblowing system, and other matters. In addition, the Company has established a system that allows its auditors to request reports from its directors and employees or from the directors, auditors, and employees of group companies as necessary. Furthermore, the company takes the necessary measures to ensure such reports to auditors do not lead to disadvantageous treatment.
- 8Systems to ensure effective implementation of audits by other auditors
The Company has established a system that ensures effective audits by having its auditors meet regularly and irregularly with its representative director and external auditor, and by having them coordinate with the Auditing Dept. If auditors request advance payments, reimbursements, or other forms of payments for expenses that arise during the execution of their duties, the Company rapidly processes the expenses or financial obligations, except for cases in which the requested funds are deemed unnecessary for the execution of the duties of the relevant auditors.
- 9Systems to prevent damage from antisocial forces
The Company has tasked the Corporate Planning Dept. with overseeing matters related to antisocial forces in an effort to sever all relations with antisocial forces. It strives to cooperate with external specialized institutions, including attorneys and police, and has established a system under which it takes a firm stance against antisocial forces backed by group-wide organizational measures.
<Status of Enforcement>
In accordance with its Basic Policy on Internal Controls, the Company develops and continually reviews its internal control systems framework. Following a resolution to revise its Basic Policy on Internal Controls approved at the board meeting on May 29, 2015, the Company has worked to establish a new framework.
Basic Views on Eliminating Anti-Social Forces
In accordance with item 9. of its Basic Policy on Internal Controls, the Company has tasked the Corporate Planning Dept. with overseeing matters related to antisocial forces in an effort to sever all relations with antisocial forces. It strives to cooperate with external specialized institutions, including attorneys and police, and has established a system under which it takes a firm stance against antisocial forces backed by group-wide organizational measures.