1. System to ensure that directors execute their duties in compliance with laws and regulations and the Articles of Incorporation
- In order to realize appropriate management and harmonious social relations through strict observance of social norms, ethics and laws and regulations, our company's officers shall set a good example by observing and instilling corporate ethics throughout the entire Mitsui Miike Machinery Group in accordance with our Management Philosophy, Corporate Policy, and Corporate Code of Conduct.
- We will establish a compliance system and strive to identify problems.
2. System for preserving and managing information related to the execution of duties by directors
- The minutes of General Shareholder Meetings, minutes of meetings of the Board of Directors, approval documents from meetings of the Managing Directors, approval documents from the President, and related materials, as well as important records concerning the execution of business, shall be kept available for inspection for at least five years.
3. Regulations and other systems for managing the risk of loss
- We will establish a risk management system to identify and respond to risks associated with overall business operations, including business execution, management plans and strategies, risks of significant losses in transactions, risks of significant losses due to disasters, and risks associated with inappropriate business execution.
- By establishing risk management rules and holding regular (quarterly) Risk Management Committee meetings, we will check, take steps, and follow up on risks inherent in our business activities on each project, and review our operational systems to reduce those risks.
- In the event of unforeseen circumstances, we will set up a task force including external advisors as necessary, and put in place a system to minimize any damage.
4. System to ensure that directors execute their duties efficiently
- The Board of Directors shall meet on a regular and ad hoc basis as necessary to determine and monitor the execution of our company's management policies.
- Details of personnel in charge and execution procedures shall be stipulated in the company rules, and important matters concerning business execution shall be decided by the Management Committee consisting of full-time directors and executive officers.
5. System to ensure that employees execute their duties in compliance with laws and regulations and the Articles of Incorporation
- As the basis of a compliance system, we will establish a Corporate Code of Conduct, Compliance Rules, and Compliance Action Guidelines. We will also establish a Compliance Committee and secretariat to raise awareness of compliance and establish and maintain the compliance system.
- In the event that a serious violation of compliance is discovered, it shall be immediately reported to the Auditors and the Managing Directors meeting, and a compliance consultation desk and reporting system shall be set up.
6. System to ensure appropriate operations in the corporate group comprising our company and its subsidiaries
- In the management of subsidiaries, the top priority shall be enhancing the corporate value of the entire group, while the autonomy of each company shall be respected as much as possible. For this purpose, we have established the Subsidiary Company Management Regulations, and manage subsidiary operations according to our company's approval and reporting systems.
- The authority of our company's Compliance Committee shall extend to subsidiaries, and the committee shall take corrective action if there is deemed to be a problem, such as a violation by a subsidiary officer or employee of any laws, regulations or Articles of Incorporation, or a violation of instructions or guidance from our company.
- While respecting the autonomy of our subsidiaries, we will receive regular reports on the status of their business and hold preliminary discussions on important matters.
- We will assign the Risk Management Committee the function of comprehensively managing risk in the corporate group comprising our company and its subsidiaries.
- We will periodically review the engine design and business execution systems of our subsidiaries, taking into account their business, size, and position within the group, and supervise them so that their operations are executed efficiently.
- We will ask our subsidiaries to familiarize their officers and employees with the group's Corporate Code of Conduct, and strive to foster a control environment for the whole group.
7. Development of system for audits by Auditors
- When requested by an Auditor, we will appoint an employee to assist in the duties of the Auditor, and that assistant shall perform those duties in accordance with the instructions of the Auditor.
- To ensure the independence of assistant auditors, prior consent for their appointment shall be obtained from the Board of Auditors.
- Directors and employees shall cooperate in the creation of an audit environment that enables the assistant auditor to perform their duties smoothly.
- Directors and employees shall promptly report to the Auditors and the Board of Auditors on matters prescribed by laws and regulations as well as matters for which the Auditors require a report.
- We will develop a system with our subsidiaries whereby a director, auditor, employee, etc. of those subsidiaries, or recipients of their reports, may report to a Director, Auditor, employee, etc. of our company either directly or via a director or auditor of the subsidiaries.
- No person who has made a report to an Auditor shall be treated unfavorably by our company in any personnel matters or otherwise as a result of that report.
- We will comply with requests from Auditors for the advance payment of expenses, repayment of expenses, or reimbursement of debts incurred by the Auditor in the execution of their duties, except where it can be proven that those expenses, etc. were not incurred in the execution of the duties of the Auditor.
- Auditors shall be guaranteed the opportunity to attend meetings of the Board of Directors and other important meetings so that they can understand important internal matters and express their opinions as necessary.