Basic Policy and Status of the Internal Control System
1. System to ensure that the execution of duties by executives and employees complies with laws and regulations and the Articles of Incorporation
(1) In order to ensure compliance with laws and regulations by all executives and employees, Nagoya Electric Works Co., Ltd. establishes a corporate ethics policy, and the Corporate Ethics Committee promotes thorough compliance by all executives and employees by adhering to the Compliance Code of Conduct by, for example, providing training, in accordance with the Code of Ethics.
(2) Nagoya Electric works establishes a Corporate Ethics Helpline to prevent and quickly resolve violations of corporate ethics, etc.
(3) All executives and employees comply with the Compliance Action Guidelines and do not have any relationship with antisocial forces. In addition, when necessary, Nagoya Electric Works Co., Ltd. shall cooperate with outside professional organizations such as the police and attorneys, etc., 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 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, etc. is reviewed and revised as necessary.
3. Regulations and other systems for managing risk of loss
(1) In accordance with the Risk Management Regulations, the Risk Management 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 directors
(1) The Board of Directors meet 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 Meeting is organized based on the annual plan to manage business performance.
5. System concerning employees who are requested by corporate auditors to assist them in the performance of their duties
If a Corporate Auditor requests that employees be assigned to assist him/her in the performance of his/her duties, employees are assigned as necessary to assist such duties.
6. Matters concerning independence of employees from directors and ensuring the effectiveness of such employees
(1) In the event that employees are assigned to assist the duties of the corporate auditors, the consent of the Corporate Auditors shall be obtained with respect to their personnel transfer and performance evaluation.
(2) Employees who assist the duties of the corporate auditors shall follow only the instructions and orders of the Corporate Auditors when providing assistance at the request of the corporate auditors.
7. System for directors and employees to report to corporate auditors and other systems related to reporting to corporate auditors
(1) When a director or employee discovers a fact that violates laws and regulations or that may cause significant damage to Nagoya Electric Works Co., Ltd., he/she shall promptly report such fact to the corporate auditor.
(2) Directors shall promptly report to corporate auditors key issues affecting the entire company, and decisions made by directors regarding such key issues.
(3) Corporate auditors 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 or employees as necessary.
(4) The system shall ensure that a person who makes a report to the corporate auditor 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 Corporate Auditors and other expenses or liabilities incurred in the execution of such duties
In the event that a corporate auditor 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 corporate auditor's duties.
9. Other systems to ensure that audits by corporate auditors are conducted effectively
(1) Corporate auditors shall exchange opinions with the President, directors, accounting auditors, and the Internal Audit Office, respectively, as appropriate.
(2) The Human Resources Department, the Accounting Department, and the Legal Department shall assist the corporate auditors in their administrative duties.
Basic Policy and Status to Eliminate Antisocial Forces
All executives and employees comply with the Compliance Action Guidelines and have no relationship with antisocial forces. In addition, when necessary, Nagoya Electric Works Co., Ltd cooperates with the police, lawyers, and other outside professional organizations in an effort to eliminate antisocial forces.