NAGOYA ELECTRIC WORKS CO., LTD.

Last update: August 2, 2024

Basic Policy and Status of the Internal Control System

1. System to ensure that the execution of duties by the Directors and employees complies with laws and regulations and the articles of incorporation
(1) In order to ensure compliance with laws and regulations by all directors and employees, the Company establishes a corporate ethics policy, and the Risk Management and Compliance Committee, in accordance with the code of ethics, ensures compliance by providing training and other means to promote legal compliance by all directors and employees.
(2) The Company establishes a Helpline to prevent and quickly resolve violations of corporate ethics, etc.
(3) All directors and employees comply with the Risk Management and Compliance Action Guidelines and have no relationship with antisocial forces. In addition, when necessary, the Company cooperates with the police, lawyers and other outside professional organizations in an effort to eliminate antisocial forces.

2. System for the storage and management of information related to the execution of duties by directors:
Information related to the execution of duties by the directors is managed and stored in accordance with laws and regulations, the articles of incorporation and internal rules. In addition, the articles of incorporation, internal regulations are reviewed and revised as necessary.

3. Regulations and other systems concerning management of risk of loss:
(1) In accordance with the Risk Management Regulations, the Risk Management and Compliance Committee is organized to address risks that threaten the continued development, and works to establish and maintain an appropriate risk management system.
(2) In accordance with the Information Management Regulations, the Information Management Section takes the lead in establishing and maintaining an information system management system to ensure the appropriate use of information and reduce its risks.

4. System to ensure the efficient execution of duties by the directors:
(1) The Board of Directors is held as appropriate to deliberate and decide key issues that affect the entire company in order to make careful decisions after multifaceted considerations.
(2) Clear targets for each department and annual plan are formulated to achieve these targets and ensure profitability. In addition, Management Meetings are organized based on the annual plan to manage business performance.

5. System concerning employees who are requested by the Audit and Supervisory Committee to assist them in the performance of their duties:
If the Audit and Supervisory Committee requests that employees be assigned to assist it in the performance of its duties, employees are assigned as necessary to assist such duties.

6. Matters concerning independence of employees from the directors (excluding the directors who are Audit and Supervisory Committee members) and ensuring the effectiveness of such employees:
(1) In the event that employees are assigned to assist the duties of the Audit and Supervisory Committee, the consent of the Audit and Supervisory Committee shall be obtained with respect to their personnel transfer and performance evaluation.
(2) The employees who assist the duties of the Audit and Supervisory Committee shall follow only the instructions and orders of the Audit and Supervisory Committee when providing assistance at the request of the Audit and Supervisory Committee.

7. System for the directors (excluding the directors who are Audit and Supervisory Committee members) and employees to report to the Audit and Supervisory Committee:
(1) When directors (excluding the diectors who are Audit and Supervisory Committee member) or employees discover a fact that violates laws and regulations or that may cause significant damage to the Company, he/she shall promptly report such fact to the Audit and Supervisory Committee.
(2) The directors (excluding the directors who are Audit and Supervisory Committee members) shall promptly report the Audit and Supervisory Committee key issues affecting the entire company and decisions made by the directors (excluding the directors who are Audit and Supervisory Committee members) regarding such key issues.
(3) The Audit and Supervisory Committee members shall attend the Board of Directors meetings and other important meetings in order to understand the process of important decision-making and the status of business execution, as well as inspect major approval documents and other important documents related to business execution, and request explanations from directors (excluding the directors who are Audit and Supervisory Committee members) or employees as necessary.
(4) The system shall ensure that a person who makes a report to the Audit and Supervisory Committee shall not receive any disadvantageous treatment because of such report.

8. Policy regarding prepayment or reimbursement of expenses incurred in the execution of duties by the Audit and Supervisory Committee members and other expenses or liabilities incurred in the execution of such duties:
In the event that an Audit and Supervisory Committee member requests advance payment or reimbursement of expenses incurred in the performance of his/her duties, the Company shall promptly handle such expenses or obligations, unless they are clearly deemed not necessary for the performance of the Audit and Supervisory Committee's duties.

9. Other systems to ensure that audits by the Audit and Supervisory Committee members are conducted effectively:
(1) The Audit and Supervisory Committee members shall exchange opinions with the President, the directors, the accounting auditors and the Internal Audit Office respectively as appropriate.
(2) The Corporate Development Office shall assist the Audit and Supervisory Committee in their administrative duties.

Basic Policy and Status to Eliminate Antisocial Forces

All directors and employees comply with the Risk Management and Compliance Action Guidelines and have no relationship with antisocial forces. In addition, when necessary, the Company cooperates with the police, lawyers and other outside professional organizations in an effort to eliminate antisocial forces.