Note: This document is an English Translation of the "Informational Materials for the 12th General Meeting of Shareholders" that are not included in documents delivered to shareholders, and prepared solely for the convenience of shareholders who are non-Japanese speakers. In the event of any discrepancy between this translated document and the Japanese original document, the Japanese original text shall prevail. UACJ Corporation does not guarantee the accuracy and/or the
completeness of the translation and shall have no liability for any errors or omissions therein.
Pursuant to the provisions of relevant laws and regulations and Article 15 of the Company's Articles of Incorporation, the items listed above are not included in the documents delivered to shareholders who have requested delivery of paper-based documents.
Systems for ensuring that the execution of duties by the Directors and employees of the Company and the Group complies with laws and ordinances, and the Articles of Incorporation, and for ensuring the propriety of the business activities of the corporation and of the corporate group consisting of the corporation and its subsidiaries
In accordance with the Companies Act and Ordinance for Enforcement of the Companies Act, the Company and the Group have established the following systems.
Systems for ensuring execution of duties by Directors and employees of the Company and the Group is in compliance with the laws and regulations and the Articles of Incorporation
The Company and its Group aim to be a corporate group that acts in accordance with the management philosophy and action guidelines and complies with laws and regulations and the Articles of Incorporation.
Employee training is provided mainly by the CSR Committee by holding seminars and distributing manuals. Moreover, compliance activities are promoted by taking such measures as detecting regulatory violations.
An internal reporting system has been put in place for early detection and correction of compliance violations.
The Internal Auditing Department acts as the Company's internal audit unit. It monitors the performance of duties in individual business units, audits the effectiveness of internal control system, and reports findings to the Board of Directors.
Systems for the retention and management of information on the execution of duties by Directors
Information on the execution of duties by Directors, including Board meeting minutes and approval documents, is prepared and retained in accordance with internal rules.
Directors and Audit & Supervisory Board Members can access necessary information whenever they need.
Provisions and other systems concerning the management of the risk of loss for the Company and its Group
The Company and its Group properly address, in accordance with internal rules, environmental, safety, health, quality, information security, export management, and other risks shared by the Company and its Group as a whole. Risks specific to particular business units are managed by the units and reported to the CSR Committee for cross-sectional risk management.
Systems for ensuring efficient execution of duties by Directors of the Company and its Group
The Company and its Group ensure that effective execution of duties is carried out by such means as establishing a division of duties in accordance with internal rules.
Individual business units are responsible for setting specific targets for the mid-term management plans and single fiscal year budgets prepared by the Company and managing their achievement.
Systems for ensuring the propriety of operations by the subject corporation and the corporate group consisting of it and its parent company and/or subsidiaries
The Group establishes and puts in place an internal control system.
The Internal Auditing Department conducts operational audits. The audit results are reported to the Audit & Supervisory Board Members and the Representative Director to ensure strict compliance by the Group as a whole. Furthermore, the Company's affiliates are required to consult with the Company on important management issues according to their own internal rules. If required by circumstances, the Company will review its rules concerning the management of affiliates to ensure the propriety of business activities carried out by the Group.
Matters concerning employees to be assigned to assist the Audit & Supervisory Board Members at their request
The Company appoints employees who are to assist the duties of the Audit & Supervisory Board Members under the instructions of the Members.
Matters concerning the independence of the employees referred to in the previous item from Directors and the issuance of effective instructions to the employees
The employees referred to above are kept independent from the Directors' instructions and supervision and their personnel affairs must be agreed on in advance by the Audit & Supervisory Board.
Systems enabling Directors and employees of the Company and its Group to make a report to the Audit & Supervisory Board Members and systems for other reports to the Audit & Supervisory Board Members
When any of the following are found during the course of duties, Directors, Executive Officers, and employees of the Company and its Group must report them immediately to the Company's Audit & Supervisory Board Members: any violations against laws and regulations or the Articles of Incorporation; fraudulent activities committed; or any facts that may cause serious damage to the Company or its Group.
Directors, Executive Officers, and employees must make a report or resolution based on the Board of Directors Rules and other internal rules at the Board meetings or other meetings attended by the Audit & Supervisory Board Members.
It is prohibited to give disadvantageous treatment to the Company's or its Group's Director, Executive Officer, or employee who made a report to the Company's Audit & Supervisory Board Members for the reason that he/she made that report.
Other systems for ensuring that audits by the Audit & Supervisory Board Members can be performed effectively
The Board of Directors must ensure the attendance of the Audit & Supervisory Board Members at important meetings including Board meetings and management meetings.
Audit & Supervisory Board Members and the Representative Director must hold meetings regularly to exchange views.
When a request is received from the Audit & Supervisory Board Members to ensure the effectiveness of their audits, Directors, Executive Officers, and heads of relevant units must respond in good faith.
Expenses stipulated in Article 388 of the Companies Act shall be handled in accordance with rules.
Overview of status of the operation of systems for ensuring that the execution of duties by the Directors and employees of the Company and the Group complies with laws and ordinances, and the Articles of
Incorporation, and for ensuring the propriety of the business activities of the corporation and of the corporate group consisting of the corporation and its subsidiaries
The following is an overview of the status of operation of systems to ensure the propriety of business activities implemented during the current fiscal year.
Systems for ensuring execution of duties by Directors and employees of the Company and the Group is in compliance with the laws and regulations and the Articles of Incorporation
In order to realize the UACJ Group Philosophy, the Company and its Group comply with laws and regulations and the Articles of Incorporation in accordance with the "UACJ Way" of conduct guidelines and the UACJ Group Code of Conduct. The Compliance Committee, an advisory body to the President and Chief Executive Officer, determines policies and confirms the progress of group-wide compliance and human rights activities. Periodic education on the UACJ Group Code of Conduct and position-specific compliance education as well as different seminars are also regularly conducted throughout the Group to promote compliance awareness and understanding of regulatory knowledge.
In addition, the Company and its Group have introduced and utilize a whistleblower internal reporting system to ensure the early detection and correction of compliance violations. In addition to the establishment of reporting contact points at each Group company, the Company has set up a common Group contact point for all Group officers and employees, an external attorney contact point, and more, thereby creating an environment in which it is easy to report incidents. Also, the Company is continuously engaged in public awareness and educational activities to promote the appropriate use of the system.
The Internal Auditing Department conducts internal control audits and operational audits of the Company and the Group companies, and reports the results to the President and Chief Executive Officer, the Board of Directors, and the Audit & Supervisory Board. In internal control audits, we audit the development and operational status of internal controls related to financial reporting based on laws and regulations, and evaluate their effectiveness. Operational audits cover overall business operations and are conducted from the perspective of compliance with laws, regulations, and internal rules and regulations, effectiveness, and efficiency, and make recommendations for improvement as necessary.
Systems for the retention and management of information on the execution of duties by Directors
The Company appropriately creates, stores, and manages information related to the execution of duties by Directors in accordance with laws, regulations and internal rules.
Provisions and other systems concerning the management of the risk of loss for the Company and its Group
The Company and its Group are committed to group risk management, considering all events that make uncertain our corporate philosophy of "contributing to the realization of a sustainable and prosperous society through technology that brings out the power of materials" as risks. Risks identified in the Group's risk management activities are classified into two categories: significant risks related to the Group as a whole (Risk S, Risk A) and risks that should be addressed by each organization (Risk B). For the former, a risk owner is selected for each risk and efforts are made to promote risk countermeasures across the Group. In order to promptly respond to changes in the business environment, Management Committee Meetings are held as necessary to formulate the Group Risk Management Action Plan and develop various measures, while Risk Management Promotion Meetings, consisting of the President and Chief Executive Officer, Executive Vice Presidents, the
Chief Executive of Corporate Strategy Division, and risk owners, are also held to further enhance deliberations at Management Committee Meetings and to deepen discussions. The UACJ Group Risk Management Basic Policy, UACJ Group Risk Management Regulations, UACJ Group Crisis Management Guidelines, and UACJ Group BCM Guidelines are implemented at domestic and overseas subsidiaries to ensure that all Group companies are familiar with them. The Company also engaged in the following efforts in fiscal 2024.
Promote group-wide countermeasures for the five risks selected as "Risk S" under the supervision of risk owners consisting of Executive Officers.
Regularly hold Risk Management Promotion Meetings consisting of risk management promotion managers from each division headquarters and each business, and continue promoting risk management practices at each division headquarters and each business.
Under the direction of the heads of each division headquarters and each business, continue efforts to promote understanding of risk management and strengthen the use of risk management in daily operations.
The Company established the BCP・Disaster Prevention Section within the Safety & Environment Department to advance efforts regarding business continuity management (BCM).
The Environmental Committee, Health and Safety Committee, Quality Committee, etc., chaired by the President and Chief Executive Officer, meet annually to formulate annual plans for the Company and the Group and to develop various measures. Through these committee activities, reports are made to the Board of Directors that the internal control system of the Company and the Group is functioning effectively.
Systems for ensuring efficient execution of duties by Directors of the Company and its Group
In accordance with the Regulations of the Board of Directors, the Company holds regular meetings of the Board of Directors once a month, as well as extraordinary meetings as necessary, and held 18 meetings in the current fiscal year.
The Company has separated the management decision-making and oversight functions from the business execution functions through the executive officer system to further strengthen the functions of the Board of Directors and to further accelerate the execution of business operations.
In accordance with the Management Committee Meetings Regulations, the Company regularly holds monthly Management Committee Meetings, as well as extraordinary meetings as necessary, for the purpose of deliberating and considering matters to be discussed at Board of Directors meetings and other important management matters, and 24 meetings were held in the current fiscal year.
The Company's Audit & Supervisory Board Members are appointed as Audit & Supervisory Board Members of major affiliated companies, and to other affiliated companies, the Company's or the Group's management personnel are appointed as Audit & Supervisory Board Members to ensure appropriate management.
The Company's Board of Directors and Management Committee Meetings, etc., as appropriate, deliberate important matters pertaining to affiliated companies and receive and manage reports on such matters.
Systems for ensuring the propriety of operations by the subject corporation and the corporate group consisting of it and its parent company and/or subsidiaries