(As of November, 28, 2023)

1. Basic Views on Internal Control System and Status of Development

(1) System to ensure that the performance of duties by Directors and other officers of the Company and its subsidiaries comply with laws, regulations, and the Articles of Incorporation

  1. The Company stipulates to practice “management guided by compliance” in its Management Policy and to “prioritize conduct based on a high sense of ethics above all else” in its Action Guidelines. Accordingly, officers and employees of the Company and its subsidiaries shall comply with laws and regulations and act in good faith based on a sense of ethics and values expected of them as members of a company and of society.
    Furthermore, the Company has established a Code of Conduct and Standards of Behavior for day-to-day business operations, and shall strive to ensure they are effective.
  2. The Company shall establish Officers Rules for with respect to the performance of duties by Directors, and practice fair and appropriate corporate management by complying with social norms, ethics, laws, and regulations as well as conducting audits in accordance with the Audit Standards for Auditors established by the Board of Statutory Auditors.
  3. The Company shall appoint a Chief Social Responsibility Officer (CSRO) as the officer in charge of compliance, and strive to build a compliance system and identify problems across the Infocom Group.

(2) System to ensure that the performance of duties by Directors and other officers of the Company and its subsidiaries comply with laws, regulations, and the Articles of Incorporation

  1. The Company shall continuously facilitate education and awareness-raising on compliance in accordance with the Management Policy, Action Guidelines, Code of Conduct, Standards of Behavior, and the like of the Infocom Group to ensure that the performance of duties by officers and employees of the Company and its subsidiaries are in compliance with laws, regulations, and the Articles of Incorporation. In addition, officers and employees of the Company and its subsidiaries shall practice compliance in their respective positions.
  2. In order to ensure a means of direct reporting in the event that an officer or employee of the Company or its subsidiaries is found to have committed a serious legal violation or an important fact in relation to compliance has been discovered, the Company shall establish an internal whistleblowing desk and external compliance/harassment help desk that is operated by an external attorney. The Company will protect the anonymity of whistleblowers in accordance with their wishes and will not treat them disadvantageously.
  3. The status of whistleblowing based on the internal whistleblowing system of the Infocom Group shall be reported to the Company’s President and Auditors, and the Board of Directors and Sustainability Committee as appropriate. In addition, the Company shall properly disclose the details, response, and results of serious whistleblowing cases to the officers and employees of the Company and its subsidiaries, and ensure all officers and employees of the Company and its subsidiaries are informed.
  4. The Company shall clearly specify the division of duties between organizations and the responsibilities and authorities of positions in the Rules for Division of Duties, Job Authority Rules, and Individual Authority Standards, and ensure checks and balances between organizations and prevent authority from being centralized in specific individuals by recording opinions in accordance with roles in internal requests for proposal approval (ringisho), etc.

(3) System regarding storage and management of information related to the performance of duties by Directors

  1. Documents and forms related to the performance of duties by Directors shall be created, stored, managed, and disposed of in accordance with laws, regulations, and internal rules. In addition, they shall be stored and managed in a way that is easily searchable as necessary, and be viewable at any time while they are stored.
  2. The President of the Company shall be responsible for monitoring and overseeing the storage and management of information in 1) above.

(4) Rules and other systems regarding the management of risk of damages to the Company and its subsidiaries

  1. The Company’s Board of Directors shall address all risks that threaten the enhancement of corporate value and sustainable development of corporate activities.
  2. The Company shall establish Group Risk Management Rules which it will follow under an integrated management policy, and establish a Sustainability Committee as a body to manage risks in accordance with these rules, which shall be chaired by the CSRO. The committee shall comprehensively and efficiently identify, assess, and manage risks related to the execution of business by the Infocom Group.
  3. The Company shall build a system to carry out integrated crisis management in the Infocom Group in accordance with rules, manuals, and the like to minimize impacts in emergency circumstances caused by a serious incident or accident by avoiding confusion, keeping damages to a minimum, etc. In addition, the Company shall formulate a Business Continuity Plan (BCP) to minimize damages due to business interruption in the event of a major disaster or other emergency situation, and work to develop a system to ensure business continuity.
  4. The Company shall put in place Quality Control Rules to ensure, maintain, and improve the quality of the products and services the Company offers, and establish a Chief Quality Officer and a Quality Management Promotion Office to assist said officer. In addition, the quality management system provided by the office shall serve to comprehensively manage the state of business activities and defects and complaints, and make necessary improvements and strive to prevent recurrence based on the results of assessments. 

(5) System to ensure the duties of Directors and other officers of the Company and its subsidiaries are performed efficiently

  1. The Company shall put in place rules for the Group and Group companies necessary to ensure the efficiency of the Infocom Group’s business operations. These rules shall be reevaluated when laws or regulations are revised or abolished or it is deemed necessary to improve the efficiency of the performance of duties.
  2. The Company shall hold regular Board of Directors meetings once per month, and extraordinary Board of Directors meetings to ensure decisions can be made at the appropriate timing when necessary in terms of the execution of business. In addition, investments shall be deliberated on by the Investment Committee, which is composed of Directors and other officers.
  3. The authority and procedures of each position in regard to the execution of business based on decisions by the Company’s Board of Directors shall be stipulated in detail in the Job Authority Rules and the Rules for Division of Duties. These rules shall be reevaluated when laws or regulations are revised or abolished or it is deemed necessary to improve the efficiency of the performance of duties.
  4. The Company shall separate the corporate management decision-making and supervisory function with the executive function, and implement an executive officer system to carry out efficient and fast corporate management. In addition, the Company shall appoint Independent Outside Directors to enhance the appropriateness and reasonableness of decision-making by the Board of Directors.

System to ensure the appropriateness of business operations of the Infocom Group, its parent company, and its subsidiaries

  1. The Infocom Group shall put in place a system to ensure fairness and transparency in transactions with its parent company. In addition, the Company shall execute all business operations as a listed company based on independent management decisions.
  2. The Infocom Group stipulates to practice “management guided by compliance” in its Management Policy and to “prioritize conduct based on a high sense of ethics above all else” in its Action Guidelines, and it shall comply with laws and regulations and put in place a system based on a sense of ethics and values expected of it as a corporate citizen and member of society.
  3. The basic stance of the Infocom Group is to have no involvement with antisocial forces that would disturb social order or sound business activities and to take a firm group-wide stance against such antisocial forces in close cooperation with external specialized organizations such as police, and the Infocom Group shall put in place a system based on said stance.
  4. The Company shall establish a Sustainability Committee composed of key Group companies, and put in place a compliance and risk management system based on an integrated group policy in accordance with the Group Risk Management Rules.
  5. The Company shall build a system to hold discussions in advance based on the Group Company Management Rules and other rules when an important management decision needs to be made in a subsidiary.
    In addition, the Company shall build a system for regularly reporting on business operations when an important operational matter arises.
  6. The Company’s Internal Auditing Office shall carry out and oversee internal audits in the Infocom Group, and ensure the effectiveness and appropriateness of internal controls in all of the Group’s business operations.
  7. The Company’s Auditors shall build a precise system in close cooperation with the Accounting Auditor and Internal Auditing Office to ensure individual Auditors or the Board of Statutory Auditors can effectively and appropriately monitor and audit the entire Group.

(7) Matters concerning employees assisting duties of Auditors, matters concerning the independence of said employees from Directors, and matters concerning the effectiveness of instructions issued to said employees

  1. The Internal Auditing Office staff, which is independent from other executive lines, shall assist audits conducted by Auditors in accordance with the requests of the Board of Auditors.
  2. The Internal Auditing Office staff will not take directions or orders from Directors when assisting the operations of Auditors.
  3. In order to ensure the independence and effectiveness of the Internal Auditing Office staff that assists audits conducted by Auditors, the Company shall seek the opinions of the Board of Statutory Auditors in regard to performance evaluations and job transfers of the staff.

(8) System for Directors and other officers and employees of the Company and its subsidiaries to report to Auditors, and other systems related to reporting to Auditors

  1. Auditors can attend a company’s important meetings to ascertain important decision-making processes and
    the status of the execution of business.
  2. Officers and employees of the Company and its subsidiaries shall report without delay to Auditors when
    they discover any of the following matters specified below:
    (a)  Matters that would or could potentially greatly erode the credibility of the company
    (b) Matters that would or could potentially have a significant negative impact on the company’s performance
    (c) Serious matters that are in violation of the Action Guidelines or compliance
    (d) Other matters that apply to items (a) to (c) above
  3. Officers and employees of the Company and its subsidiaries shall report on businesses in accordance with
    the requests of Auditors and cooperate with research on the status of the business operations and assets of the
    Infocom Group.

(9) System for ensuring that those who report to the Auditor are not treated unfavorably for making said report

  1. The Infocom Group prohibits treating officers and employees who report to Auditors disadvantageously for the reason of submitting said report. 

(10) Policy on procedures for processing expenses or debts and prepaying or reimbursing expenses incurred in the performance of duties by Auditors

  1. Expenses and debts required in the performance of duties by Auditors shall be borne by the Company. If there is a request for prepayment, etc. of expenses in accordance with the Companies Act, the Company shall comply with said request.

(11) Other systems to ensure that audits by Auditors are conducted effectively

  1. Auditors shall exchange opinions with Directors, key employees, and auditing firms when necessary.
  2. In order for audits by Auditors to be conducted effectively, all information on the execution of the company’s business operations shall remain viewable at any time.

2. Basic Views on Measures for Eliminating Anti-Social Forces and Status of Development

(1) Basic views

The Company’s basic view is to comply with the laws, regulations, and social norms of the countries and regions where it conducts business activities, and have no involvement with individuals or groups that would
disturb the social order or sound business activities.

(2) Status of development

  1. Criteria for response
    The Group Corporate Behavior Standards includes items to defend against antisocial forces and states that the Group will take a firm stance against antisocial forces such as demands from specific shareholders or acketeering by interceding in civil disputes and threatening the use of violence, and not tolerate meeting said demands or threats.
  2. Rules for response
    The Company works to eliminate antisocial forces through measures such as establishing rules for responding to antisocial forces to prevent the Company’s officers and employees from being involved with or providing benefits to antisocial forces and regularly researching companies and individuals involved with the Company.
  3. Department in charge of response
    The General Affairs Office has been established as the department in charge of response.
  4. Instilling information in employees
    Every year training is provided to all employees during Corporate Ethics Month to instill the Company’s basic view in all Group officers and employees. In addition, when entering into contracts with external parties and transaction agreements for business activities, the Company confirms in writing that the counterparty is not a member of antisocial forces.