Notice Regarding Partial Amendments to Basic Policy for Internal Control System
Note: This English document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translation and the Japanese original, the Japanese original shall prevail.
Tosei Corporation assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.
To whom it may concern
July 27, 2015
Tosei Corporation
Toranomon Tosei Building, 4-2-3 Toranomon, Minato-ku, Tokyo
President and CEO: Seiichiro Yamaguchi
Securities code: 8923 (Tokyo Stock Exchange, First Section)
S2D (Singapore Exchange, Mainboard)
Contact: Noboru Hirano, Director and CFO
TEL: +81-3-3435-2864
Notice Regarding Partial Amendments to Basic Policy for Internal Control System
Tosei Corporation (the "Company") hereby announces that it resolved at a meeting of its Board of Directors held today to make partial amendments, as of the same date, to its Basic Policy for Internal Control System" prescribing the matters regarding the Systems to ensure properness of operations," in line with the enforcement on May 1, 2015, of the Act Partially Amending the Companies Act" (Act No. 90 of 2014) and the Ministerial Ordinance Partially Amending the Ordinance for Enforcement of the Companies Act, etc." (Ordinance of the Ministry of Justice No. 6 of 2015), as follows.
- 1.Details of amendments
Details of amendments are as follows:(Changes are underlined.)
Before amendments After amendments a. Basic policies for compliance with laws and regulations
(i) Ensure awareness regarding
compliance with laws and regulations.
(ii) (Omitted)
(iii) Promptly react to any breach of laws
and regulations, and make timely and
appropriate information disclosure
concerning such breaches.
(iv) (Omitted)a. Basic policies for compliance with laws and regulations
(i) Ensure awareness among all officers
and employees regarding compliance with
laws and regulations.
(ii) (Unchanged)
(iii) (Changed in Japanese with English
unchanged)
(iv) (Unchanged)b. Basic policies for storing and managing information
(i) Ensure awareness regarding the
importance of storing and managing
information.
(ii) (Omitted)
(iii) Ensure thorough familiarity with
information requiring timely disclosure and
prevention of misstatements or material
omissions.b. Basic policies for storing and managing information
(i) Ensure awareness among all officers and employees regarding the importance of storing and managing information.
(ii) (Unchanged)
(iii) Ensure thorough familiarity with important information and information requiring timely disclosure and prevention of misstatements or material omissions.c. (Omitted) c. (Unchanged) d. Basic policies for efficient execution of duties by directors
(i) to (ii)(Omitted)
(iii) Establish a system to allow efficient
execution of business in accordance with
the rules on delegation of operational authority.d. Basic policies for efficient execution of duties by directors
(i) to (ii) (Unchanged)
(iii) Establish a system to allow appropriate and efficient execution of business in accordance with the rules on delegation of operational authority.e. Basic policies for properness of the operations of the entire Group
(i) Strive for a full penetration of the
understanding of the Company’s corporate
philosophy and awareness for the
compliance among the officers and the
employees of the entire Group and ensure
that each of the Group companies complies
with laws and regulations.
(ii) Strain to share and resolve the managerial issues of each of the Group
companies and enhance the risk
management system of the Group.
(iii) Encourage appropriate and timely sharing of information among the Group
companies for the purpose of enhancing
their internal control system.
(Newly established)
(iv) Enhance the system for ensuring the
appropriateness of financial reporting
relating to the entire Group.
(v) (Omitted)e. Basic policies for properness of the operations of the entire Group
(i) Strive for a full penetration of the
understanding of the Company’s corporate
philosophy and awareness for the
compliance among the officers and the
employees of each of the Group companies
and ensure that each of the Group
companies complies with laws and
regulations.
(ii) Strive for full awareness, analysis and
evaluation of risks that impede the
sustenance and continuation of the
businesses of each of the Group
companies, prepare for contingencies, and
establish a system to compel prompt
reporting if contingencies occur.
(iii) Formulate a medium-term management plan, business plans for single
fiscal years and budgets for the same
relating to the entire Group, periodically
check the progress of these plans, and
compel timely reporting on newly occurring
problems and appropriately handle such
problems.
(iv) For matters that are important and
those for which timely disclosure is
required at each of the Group companies,
and other matters relating to execution of
duties by officers and employees at each of
the Group companies, establish a system to
compel prompt reporting from each of the
Group companies to the Company.
(v) (Changed in Japanese with English
unchanged)
(vi) (Unchanged)f. Basic policies for systems to ensure effective
audits by Audit & Supervisory Board Members
(i) Provide members of staff that are independent of Directors to assist Audit &
Supervisory Board Members in their duties.
(ii) Obtain concurrence from the Audit &
Supervisory Board for the transfers and the
performance evaluations of the
aforementioned members of staff.
(iii) Ensure prompt reporting to the Audit
& Supervisory Board by officers or
employees when they have any concern
that material loss may occur or have
identified any breach of regulations or
misconduct.
(iv) Ensure timely reporting by Directors
and key employees to Audit & Supervisory
Board Members.
(Newly established)
(v) Ensure availability of important documents for timely inspections.
(vi) Promptly report to Audit & Supervisory
Board Members if whistle-blowing occurs.
(Newly established)
(vii)to(viii) (Omitted)f. Basic policies for systems to ensure effective audits by Audit & Supervisory Board Members
(i) Designate members of staff to assist
Audit & Supervisory Board Members in
their duties, and have them carry out
assistance duties under the command of
the Audit & Supervisory Board Members.
(ii) Ensure the independence of the
aforementioned members of staff from
directors and obtain cosent from the Audit
& Supervisory Board for personnel matters
for the said members of staff such as
transfers and performance evaluations.
(iii) In addition to deliberations on
proposals and reports on important matters
at the Board of Directors, have Audit &
Supervisory Board Members attend
important meetings for business execution,
and carry out periodic interviews with
Directors and important employees.
Furthermore, ensure prompt reporting to
Audit & Supervisory Board Members from
all officers and employees who have
identified any material loss and signs of the
same or any breach of regulations or
misconduct, and prompt reporting to the
same in response to demands from them.
(iv) Establish a system to compel prompt
reporting to Audit & Supervisory Board
Members from all officers and employees at
each of the Group companies who have
identified any material loss caused by
management at each of the Group
companies and signs of the same or any
breach of laws and regulations or
misconduct, or from officers and employees
of the Company who have received reports
from such persons, and strive for its full
implementation, and also compel prompt
reporting if reporting is demanded by
Audit & Supervisory Board Members.
(v) Ensure full notification of policy not to
mete out disadvantageous treatment for
the reason of a report described in the
preceding two paragraphs made by officers
and employees of the Company and the
Group companies to Audit & Supervisory
Board Members.
(Deleted)
(vi) Develop a whistle-blowing system across the entire Group and promptly
report to Audit & Supervisory Board
Members if whistle-blowing occurs.
(vii) When Audit & Supervisory Board Members request advance payments, etc.
of expenses, promptly handle the said
expenses or debt obligations, except in
cases where they are deemed unnecessary
for the execution of duties.
(viii) to (ix) (Unchanged) - 2.Basic policy for internal control system after amendments (amended parts are underlined. Other parts are unchanged).
a.Basic policies for compliance with laws and regulations
(i) Ensure awareness among all officers and employees regarding compliance with laws and regulations.
(ii) Strengthen the checking function for breaches of laws and regulations.
(iii) Promptly react to any breach of laws and regulations, and make timely and appropriate information disclosure concerning such breaches.
(iv) Eliminate any association with anti-social forces.b. Basic policies for storing and managing information
(i) Ensure awareness among all officers and employees regarding the importance of storing and managing information.
(ii) Enhance the measures for preventing the leakage of material information.
(iii) Ensure thorough familiarity with important information and information requiring timely disclosure and prevention of misstatements or material omissions.c. Basic policies for management of risk of loss
(i) Ensure thorough understanding, analysis and assessment of risks that may hinder the continuation of the Company’s corporate activities.
(ii) Enhance monitoring of risk management.
(iii) Establish a proper whistle-blowing system for any occurrences and/or signs that contingencies may occur.
(iv) Promptly react to any occurrence of contingencies and/or accidents, and make timely and appropriate disclosure of information regarding such occurrences.d. Basic policies for efficient execution of duties by directors
(i) Carry out deliberation and decision-making on the important management matters of the Company, in an efficient, timely and appropriate manner.
(ii) Eliminate excessive pursuit of efficiencies in management plans and/or business targets and make balanced decisions considering the soundness of the Company.
(iii) Establish a system to allow appropriate and efficient execution of business in accordance with the rules on delegation of operational authority.e. Basic policies for properness of the operations of the entire Group
(i) Strive for a full penetration of the understanding of the Company’s corporate philosophy and awareness for the compliance among the officers and the employees of each of the Group companies and ensure that each of the Group companies complies with laws and regulations.
(ii) Strive for full awareness, analysis and evaluation of risks that impede the sustenance and continuation of the businesses of each of the Group companies, prepare for contingencies, and establish a system to compel prompt reporting if contingencies occur.
(iii) Formulate a medium-term management plan, business plans for single fiscal years and budgets for the same relating to the entire Group, periodically check the progress of these plans, and compel timely reporting on newly occurring problems and appropriately handle such problems.
(iv) For matters that are important and those for which timely disclosure is required at each of the Group companies, and other matters relating to execution of duties by officers and employees at each of the Group companies, establish a system to compel prompt reporting from each of the Group companies to the Company.
(v) Enhance the system for ensuring the appropriateness of financial reporting relating to the entire Group.
(vi) Eliminate wrongful acts and/or irregular transactions using the Group.f. Basic policies for systems to ensure effective audits by Audit & Supervisory Board Members
(i) Designate members of staff to assist Audit & Supervisory Board Members in their duties, and have them carry out assistance duties under the command of the Audit & Supervisory Board Members.
(ii) Ensure the independence of the aforementioned members of staff from directors and obtain consent from the Audit & Supervisory Board for personnel matters for the said members of staff such as transfers and performance evaluations.
(iii) In addition to deliberations on proposals and reports on important matters at the Board of Directors, have Audit & Supervisory Board Members attend important meetings for business execution, and carry out periodic interviews with Directors and important employees. Furthermore, ensure prompt reporting to Audit & Supervisory Board Members from all officers and employees who have identified any material loss and signs of the same or any breach of regulations or misconduct, and prompt reporting to the same in response to demands from them.
(iv) Establish a system to compel prompt reporting to Audit & Supervisory Board Members from all officers and employees at each of the Group companies who have identified any material loss caused by management at each of the Group companies and signs of the same or any breach of laws and regulations or misconduct, or from officers and employees of the Company who have received reports from such persons, and strive for its full implementation, and also compel prompt reporting if reporting is demanded by Audit & Supervisory Board Members.
(v) Ensure full notification of policy not to mete out disadvantageous treatment for the reason of a report described in the preceding two paragraphs made by officers and employees of the Company and the Group companies to Audit & Supervisory Board Members.
(vi) Develop a whistle-blowing system across the entire Group and promptly report to Audit & Supervisory Board Members if whistle-blowing occurs.
(vii) When Audit & Supervisory Board Members request advance payments, etc. of expenses, promptly handle the said expenses or debt obligations, except in cases where they are deemed unnecessary for the execution of duties.
(viii) Directors are to make efforts to understand and support audits by Audit & Supervisory Board Members and proactively work to improve issues raised by Audit & Supervisory Board Members.
(ix) In order to accomplish adequate audits of the entire Group performed by Audit & Supervisory Board Members, Directors are to cooperate with Audit & Supervisory Board Members as necessary.
End