YAMADA HOLDINGS CO., LTD.
Formulated May 11, 2006
Revised May 13, 2024
Pursuant to the Companies Act and its Enforcement Regulations, the Company shall establish systems (internal control) to ensure the proper conduct of the Company's business as follows.
①Compliance Committee
The Director in Charge of Compliance shall organize a Compliance Committee and formulate the Company's ethics policy, basic policy, and compliance standards for compliance with laws and regulations (compliance regulations), and based on this, establish a Code of Conduct for directors and employees to act in compliance with laws and regulations, the Articles of Incorporation, and the Company's work regulations, etc.
To ensure thorough implementation of this policy, the committee shall take the lead in providing education to directors and employees. These activities shall be reported to the Board of Directors and the Audit & Supervisory Committee on a regular basis.
②Establishment of the ESG & Sustainability Promotion Committee
The ESG & Sustainability Promotion Committee shall be established to fully recognize the significance of the Company's social responsibility and to put ESG and sustainability into practice as a management policy. Based on the Code of Conduct and the Code of CSR Ethics, the Company shall work on compliance, labor, customer satisfaction, environmental and social issues, etc., with subcommittees confirming the progress thereof.
③Internal Whistleblowing System
The Company will establish regulations regarding the Internal Whistleblowing System and establish a system whereby any person who learns of any fact that is questionable under the law regarding the performance of duties by a director or employee, regardless of their position, may report such fact directly to the Internal Whistleblowing reception with said regulations. The Compliance Committee will endeavor to publicize the existence of the Internal Whistleblowing System.
④Internal Audit Department
The Internal Audit Department shall be independent from the Business Operations Department and shall conduct internal audits of each department regarding legality, ISMS audits, information systems audits, information security audits, personal information protection audits, etc., and audit the business processes of each department in an effort to discover and prevent fraud and improve processes.
①Information Storage Manager
The Director in Charge of General Affairs is responsible for the storage and management of information related to the execution of duties by directors, and as such, responsible for the storage of all documents and their related materials set out in the following items (including electromagnetic records) in accordance with the Document Management and Handling Regulations.
A. Minutes of the General meeting of shareholders
B. Minutes of Board of Directors
C. Financial statements
D. Proposal documents
E. Minutes of each committee
F. Other documents stipulated in the Document Management and Handling Regulations
②Revision of the Document Management and Handling Regulations
Any revision to the Document Management and Handling Regulations must be approved by the Board of Directors.
③We shall establish regulations related to the protection of personal information and the management of trade secrets, and shall store and manage personal information and important trade secretes appropriately and safely.
①Risk Management Committee
The Director in Charge of Risk Management shall organize a Risk Management Committee and be responsible for formulating the Risk Management Basic Rules. The regulations shall categorize risks and establish a specific risk management system.
②Crisis Management System in the Event of a Disaster
The Director in Charge of Risk Management shall prepare a disaster prevention manual and establish a crisis management system in accordance thereto. The Director in Charge of Risk Management shall endeavor to disseminate information about this manual and provide training on disaster prevention measures.
The Board of Directors (or the Representative Director) shall, when deciding on the allocation of duties among directors and the allocation of responsibilities and authority among each department, give due consideration to avoiding any significant impairment of efficiency, such as the expansion of indirect departments, overlapping administrative departments, or confusion of authority.
①Directors of the Company (excluding Directors who are Audit & Supervisory Committee members) shall manage the management and business performance of the subsidiaries under their respective jurisdiction and shall establish a system to ensure the proper conduct of business operations.
②The business operations of subsidiaries shall be carried out in accordance with the Basic Operating Company Regulations and the internal regulations of each subsidiary, and these terms and conditions shall be reviewed as needed.
③To optimize the business performance and budget management of subsidiaries, subcommittees shall be held monthly for each operating company to manage the business performance and budget of the entire subsidiary based on the mid-term business plan and annual budget plan, and further subcommittees shall be held as appropriate with important subsidiaries.
④The Internal Audit Department may conduct audits of the operations of subsidiaries when deemed necessary.
①While respecting the management autonomy of subsidiaries, we shall determine the procedures and content of reports in accordance with the Basic Operating Company Regulations and provide appropriate guidance and advice on the matters to be reported.
②Reports are received on the management and financial status of the subsidiaries at Management Strategy Meetings or at subcommittees held monthly for each business segment, thus ensuring proper conduct of operations of the subsidiaries.
①The Company's Risk Management Basic Rules shall be made known to all subsidiaries.
②We shall receive weekly reports on risk management and compliance status from all subsidiaries using compliance status confirmation sheets, etc.
③Each subsidiary shall establish its own basic policy for risk management.
④If a director of the Company (excluding Directors who are Audit & Supervisory Committee members) receives a report of a risk of losses from a subsidiary under their management, they shall investigate the facts and report them to the Director in Charge of Risk Management.
①The Company's Board of Directors shall formulate mid-term business plans and mid- to long-term management strategies that include subsidiaries, and shall cooperate with subsidiaries in setting major management goals based thereon and on their progress.
②The Basic Operating Company Regulations shall stipulate the procedures for matters related to subsidiaries that must be approved in order to streamline decision-making.
①We shall confirm the status of subsidiaries every week using the compliance status confirmation sheet and report to the Compliance Committee as necessary.
②We shall share the Company's Internal Whistleblowing System as a system for preventing violations of laws, regulations, and the Articles of Incorporation. Additionally, we shall receive reports on the status of disciplinary actions based on violations of laws, regulations, and the Articles of Incorporation.
③To cooperate with a subsidiary's auditors in auditing the appropriateness of the performance of duties by its directors and employees, the Company's directors, auditors, or employees may serve as auditors of the subsidiary.
①Placement of assistant employees
When requested by the Audit & Supervisory Committee to appoint employees to assist the committee in their duties, directors shall make the necessary organizational changes and personnel transfers in consultation with the Audit & Supervisory Committee.
②Duties of assistant employees
The assistant employees shall receive orders from the Audit & Supervisory Committee and assist in the work and operation of the Audit & Supervisory Committee in accordance with its instructions.
③Independence of assistant employees
A. The assistant employees shall be under the direction and orders of the Audit & Supervisory Committee and shall not receive instructions from directors or other superiors in the organization to which the assistant employees belong.
B. When carrying out their work, assistant employees shall be able to collect all information necessary for auditing.
C. The consent of the Audit & Supervisory Committee is required for personnel transfers (including transfer destinations), personnel evaluations, and disciplinary actions regarding assistant employees.
①Authority of command and order
The Audit & Supervisory Committee may give instructions to assistant employees regarding matters necessary for audit work, and the assistant employees shall have the authority to conduct necessary investigations based on such instructions.
②System of cooperation
In the event that an assistant employee serves as an employee of another department, they shall give priority to work related to the Audit & Supervisory Committee. Additionally, superiors of other departments and directors who hold concurrent positions shall provide necessary support when requested in the performance of said duties.
①Directors' reporting obligations
If a director (excluding Directors who are Audit & Supervisory Committee members) discovers any fact that violates laws and regulations regarding the business operations of other directors or employees, or any fact that may cause significant damage to the company, they must promptly report said fact to the Audit & Supervisory Committee. However, if all Audit & Supervisory Committee members have been notified of matters to be reported thereto, such fact is not required to be reported to the Audit & Supervisory Committee.
②Employees' right to report
In an employee discovers any fact that may violate laws and regulations in the business operations of directors or other employees, or any fact that may cause significant damage to the company, they must promptly report said fact to the Audit & Supervisory Committee.
③Whistleblowing
The whistleblowing receiving organization shall report the details of the whistleblowing to the Audit & Supervisory Committee.
①If directors and employees of a subsidiary discover any facts that cause or may cause significant damage to the subsidiary, or any important facts that violate the laws, regulations, articles of incorporation, or internal rules of the subsidiary, they shall immediately report such facts to the Company's Director in Charge of Auditing or Audit & Supervisory Committee members.
②With regard to the matters reported by the directors of subsidiaries, the matters that the directors of the Company should report to the Audit & Supervisory Committee of the Company shall be matters determined through consultation between the directors of the Company and the Audit & Supervisory Committee members.
①The person making the report in the preceding paragraph to the Audit & Supervisory Committee or an Audit & Supervisory Committee member shall not receive any disadvantageous treatment on account of having made the report.
②The facts of the report cannot be taken into consideration when making transfers, personnel evaluations, or disciplinary action against the reporter, and the reporter may request the Audit & Supervisory Committee to investigate reasons for transfers, personnel evaluations, or disciplinary actions against them.
①Presentation of a budget
The Audit & Supervisory Committee shall present to the Company in advance a budget for expenses it deems necessary for its duties.
②Claims for expenses, etc.
When an Audit & Supervisory Committee member, etc. make any of the following requests in relation to the performance of their duties, the directors may not refuse such requests, unless the directors can prove that the expenses or liabilities related to such requests are not necessary for the Audit & Supervisory Committee member to perform their duties.
A. Requests for advance payment of expenses
B. Claims for reimbursement of expenses incurred and interest thereon from the date of expenditure
C. Requests for payment of debts incurred from creditors (or, in cases where the debt is not yet due, the provision of reasonable security)
The Audit & Supervisory Committee shall receive advance explanations regarding the annual audit plan to be implemented by the Internal Audit Department and may request ay amendments thereto. In addition, the Audit & Supervisory Committee shall receive reports on the status of internal audits as appropriate, and if deemed necessary, may request additional audits or business improvement measures, etc.