Basic policy for internal control systems
Pursuant to the Companies Act and the Enforcement Regulations of the Companies Act, we have established the following "Basic Policy for the Internal Control System" in order to ensure the appropriateness, effectiveness, and efficiency of the business operations of the us and our subsidiaries (hereinafter referred to as "the Company Group"), manage risks, and prepare and enhance a system that can respond to changes in social conditions.
- Arrangements for ensuring that the execution of operations by Directors and employees complies with the laws and the Articles of Incorporation
- We will ensure that all members of the Company Group are aware of the "AOI ELECTRONICS Code of Conduct," which is a guideline for carrying out our business activities, and will always comply with laws, regulations, and corporate ethics, and will thoroughly carry out appropriate business activities.
- The Board of Directors shall determine the basic policy for the Basic Policy for the Internal Control System, including the system for compliance with laws, regulations, and the Articles of Incorporation, supervise the implementation of the Policy, and review the Basic Policy as appropriate.
- The Audit and Supervisory Committee shall audit the construction and operation of the internal control system from an independent standpoint.
- Maintain and improve the compliance system and ensure its effectiveness under the Compliance Promotion Committee.
- Compliance-related information from inside and outside the company shall be received and handled through the Consultation Desk. In addition, the whistleblower shall guarantee that he/she will not suffer any disadvantage.
- System to Store and Manage Information on Performance of Duties by Directors
- Preparation, storage, protection, and management of information pertaining to the execution of duties by Directors shall be established in accordance with laws and regulations, the Basic Policy on Information Security, and relevant internal regulations. Under this management system, information relating to the execution of duties by the Directors shall be made available for inspection and copying as necessary.
- Maintain and improve the information security system and management and make effective use of information under the Information Security Committee.
- Rules and Other Systems to Manage Risk of Loss
- Based on the Basic Risk Management Policy, we will develop related internal rules to develop and operate the crisis management system of the Company Group.
- Under the Risk Management Committee, the risks surrounding the Company Group will be managed comprehensively to maintain and improve the crisis management system.
- System to Ensure the Efficient Performance of Duties by Directors
- The Board of Directors sets medium-term management objectives and formulates business plans for each business year and division in order to realize these objectives. In addition, the Board of Directors performs its duties in order to achieve these objectives, and the Board of Directors manages the results.
- The Corporate Officer Meeting, Management Meeting, and other meetings are responsible for communicating management-related opinions, reporting the status of business execution, exchanging information, and discussing important matters in order to develop and operate an efficient management system that can respond quickly to changes in the management environment.
- The division of duties, administrative authority, and administrative responsibilities shall be clarified through the development and operation of internal rules concerning the organization and duties, and prompt decision-making and execution of duties shall be ensured.
- System to ensure the appropriateness of business operations within the corporate group consisting of us and our subsidiary companies
- We will promote the development and operation of rules and regulations as well as compliance systems at our subsidiary companies in accordance with the "AOI ELECTRONICS Code of Conduct," and ensure that our subsidiary companies are fully aware of the need to comply with laws and corporate ethics and to conduct proper business activities.
- Dispatch officers to subsidiary companies to supervise and audit business execution.
- While respecting the independent management will of subsidiary companies, the execution of business operations shall be managed through the development and operation of the approval and reporting system for the business, financial affairs, and other important matters based on the internal rules concerning the management of subsidiary companies.
- The risks of subsidiary companies are viewed as risks of the Company Group, and we encourage the development and operation of risk management rules and systems to share information among the Company Group.
- Subsidiary companies also formulate business plans and budgets and manage business operations more efficiently through performance manages the results.
- Conduct audits of subsidiary companies to evaluate the maintenance and operation status of controls and encourage them to maintain and improve.
- Matters concerning employees who are supposed to assist the Audit and Supervisory Committee, matters concerning independence of said employees from Directors other than the Audit and Supervisory Committee members, and matters concerning ensuring the effectiveness of instructions to said employees.
- In the event that the Audit and Supervisory Committee requests the appointment of an employee to assist in its duties, the Board of Directors shall appoint an employee to assist the Audit and Supervisory Committee after due consultation with the Audit and Supervisory Committee.
- Appointment, transfer, evaluation, and command authority of employees to assist the Audit and Supervisory Committee shall be subject to the prior consent of the Audit and Supervisory Committee and shall ensure the independence of such employees from Directors other than the Audit and Supervisory Committee members and the effectiveness of the instructions.
- A system for the Directors and employees of the Company Group and the auditors of our subsidiary companies to report to our Audit and Supervisory Committee and a system to ensure that the audit of the Audit and Supervisory Committee is carried out effectively
- Directors and employees of the Company Group and the auditors of our subsidiary companies shall promptly report to the Audit and Supervisory Committee any material matters affecting the business and performance of us and our subsidiary companies, any irregularities such as violations of laws and regulations, and any material misconduct. Notwithstanding the foregoing, the Audit and Supervisory Committee may request reports from the Directors and employees of the Company Group and the auditors of our subsidiary companies as necessary.
- Ensure that the Directors and employees of the Company Group who report to the Audit and Supervisory Committee and the auditors of our subsidiary companies do not suffer any disadvantage by reason of such report.
- The Audit and Supervisory Committee regularly exchanges opinions with the Representative exective and closely coordinates with the Accounting Auditor and the Internal Audit Division, respectively.
- In cases where the Audit and Supervisory Committee has requested expenses, etc. incurred in the execution of its duties, such expenses, etc. shall be complied with unless it is found that such expenses, etc. are not necessary for the execution of the duties of the Audit and Supervisory Committee.
- System to ensure the reliability of financial reporting
In accordance with the provisions of the Financial Instruments and Exchange Act, the supervisory departments shall develop and operate a system that enables internal control over financial reporting to be implemented effectively and appropriately, and shall periodically evaluate the status of such system in order to maintain and improve the effectiveness and appropriateness of internal control. - System to Eliminate Antisocial Forces
We will reject all ties with antisocial forces and organizations that pose a threat to the order and safety of civil society, and will cooperate with external relevant agencies such as the police and lawyers to take a resolute and organized stance against them.