Internal Control System
Systems to ensure that tasks performed by directors and employees of Park24 Group
- The Board of Directors maintains ethics guidelines for the corporate Group consisting of the Company and its subsidiaries as defined in Article 2 Item (iii) of the Companies Act (hereinafter referred to as “the Group”), and clearly defines the systems of compliance and norms to be used to ensure that directors, auditors, and employees (hereinafter referred to as “officers and staff”) perform their duties in accordance with laws, regulations, and the company articles. Directors thoroughly train officers and staff under their jurisdiction and have established compliance structures within the Group.
- The Board of Directors appoints more than one outside director and maintains and strengthens its function to supervise the business execution of the directors. The Nomination and Compensation Committee, chaired by an outside director, is established as an advisory body for the Board of Directors. More than half of the committee members are outside directors. The committee nominates directors and corporate auditors and enhances fairness, transparency and objectivity in the treatment of the directors, thereby enhancing corporate governance.
- The Board of Directors formulates management rules for affiliated companies and provides support and supervision to affiliated companies in relation to the oversight of management and business operations. The Board of Directors also creates appropriate business systems for the entire Group.
- The Company has established the Group-wide Compliance Department, which is responsible for compliance coordination functions, and submits items requiring important decisions to that department so that legality can be verified in advance. The Company also provides education and guidance for officers and staff and carries out internal audits covering the entire Group in accordance with the internal audit rules in order to verify that compliance systems are being administered appropriately.
- The Company has established an internal whistleblower protection system and developed reporting systems within the Group through which reports can be received by internal contacts and independent parties.
- The Audit and Supervisory Committee supervises the Board of Directors to ensure that their actions are performed in accordance with laws, regulations, and the company articles. It also supervises compliance systems within the Group to ensure that they are being administered appropriately.
Systems relating to the retention and management of information pertaining to the performance of duties by directors
- Information pertaining to the performance of duties by directors are retained and preserved in the most appropriate format.
- The retention period for documents and other management systems has been defined in the document management rules, which are formulated by the Executive Committee.
Rules and other systems pertaining to the management of risks that could cause losses to the Company or its subsidiaries
- Under the leadership of the representative director, the Company identifies, analyzes, and assesses uncertainties and the risk of losses (hereinafter referred to as “risks”) relating to the Group management, stipulates the departments responsible for the management of those risks, and establishes risk management systems.
- For risk management items that require actions within the Company and across the entire Group, the Company, under the leadership of the Representative Director, has established departments with overall risk management functions and created management structures.
- The departments responsible for risk management formulate policies for each type of risk, verify the implementation of those policies, and report to the Representative Director and the Audit and Supervisory Committee.
Systems to ensure that the duties of the Company’s directors and its subsidiaries’ directors and corporate officers are performed efficiently
- A corporate officer system has been introduced and systems established to support timely decision-making, as a way of ensuring that directors can perform their duties efficiently and smoothly.
- In addition to the Board of Directors, which meets at least once per month, the Executive Committee, consisting of directors and corporate officers, deliberates and makes decisions on important matters affecting the management of the Company. The Company has created systems to ensure the efficient implementation of those decisions through business operations.
- The Board of Directors formulates rules pertaining to organizations, the allocation of duties, and authority. The execution of business operations is delegated to directors or corporate officers, and systems have been established to ensure that operations are performed efficiently. Rules pertaining to organizations, the allocation of duties, and authority, etc., are revised or can be abolished to improve the efficiency with which operations are executed.
- The Board of Directors has created systems to ensure effective collaboration among the various divisions and departments.
- As necessary, officers and staff from the Company are assigned to important subsidiaries to provide support, oversight, and supervision.
Systems pertaining to the reporting of matters concerning the performance of tasks by directors and corporate officers of the Company’s subsidiaries
Under the management rules for affiliated companies, it is a requirement that important matters relating to the management of subsidiaries are subject to prior approval by the Company. Affiliated companies are required to report operating results, financial data, and other important information to the Company.
Systems relating to directors and employees who assist the Audit and Supervisory Committee
If so requested by the Audit and Supervisory Committee, the Representative Director appoints appropriate employees as audit assistants to assist the Audit and Supervisory Committee with the performance of audits.
Concerning the directors and employees referred to in the previous item, their independence from the Company’s directors (excluding directors who are Audit and Supervisory Committee members), and measures to ensure the effectiveness of directives from the Audit and Supervisory Committee to said directors and employees
When employees are appointed to assist in the work of the Audit and Supervisory Committee, those employees must be outside of the direct chain of command of directors (excluding directors who are Audit and Supervisory Committee members) so that they are able to maintain independence and appropriately assist in the work of the Audit and Supervisory Committee Such employees are subject to internal discipline if they fail to comply with directives from the Audit and Supervisory Committee.
Systems relating to reports to the Company’s Audit and Supervisory Committee
- Audit and Supervisory Committee members have the right to attend meetings of the Board of Directors and the Executive Committee, hear reports, and participate in deliberations.
Directors and persons in charge in each department report the following matters to the Audit and Supervisory Committee without delay.
- 1)Situations that could result in substantial losses for the Group
- 2)The results of internal audits conducted by the Company-wide Compliance Department
- 3)The status of matters reported to a complaints desk concerning corporate ethics
- 4)Matters for which reports have been demanded under laws and regulations, etc.
- 5)Any other matters on which the Audit and Supervisory Committee requires a report in order to perform its duties
- Group officers and employees must immediately provide accurate reports on matters pertaining to the execution of their business operations if so requested by the Company’s Audit and Supervisory Committee.
- Under the whistleblower protection rules, compliance officers must report any serious matters to the Audit and Supervisory Committee without delay. Depending on the nature of the matter reported by the whistleblower, a report shall also be sent to the corporate auditors of any subsidiary concerned.
Systems to ensure that a person who reports an issue, as described in the previous item, is not treated prejudicially as a consequence
When a person reports an issue to the Group’s Audit and Supervisory Committee or corporate auditors, the Company prohibits the Groups’ officers and employees from treating that person prejudicially as a consequence of reporting that matter. The Company ensures that Group officers and employees are aware of this prohibition.
Items concerning procedures for advance payment or reimbursement of costs incurred in relation to the duties of the Audit and Supervisory Committee, matters relating to the treatment of costs and debts arising from the performance of those duties
If the Company receives a request for advance payment, etc., of expenses under the provisions of Article 399-2 Paragraph 4 of the Companies Act in relation to the performance of duties by a member of the Audit and Supervisory Committee, the Company, after discussions with the department in charge, immediately settles said expenses or debts, except where it is determined that said costs or debts were not necessary for the performance of duties by a member of the Audit and Supervisory Committee.
Other systems used to ensure that the Audit and Supervisory Committee can perform audits effectively
- If necessary, the Audit and Supervisory Committee may direct the departments in charge of compliance, the risk management officers, and the directors to carry out investigations and provide reports, etc., to ensure the effectiveness of audits.
- Members of the Audit and Supervisory Committee have the right to attend Executive Committee meetings and other important Group meetings.
Basic policy on the exclusion of antisocial forces, the state of development of related systems
Basic policy on the exclusion of antisocial forces
The Company and its Group maintain a resolute stance toward antisocial forces that threaten the order and safety of the civil society and reject any relationship whatsoever. The Company never engages in any form of behavior that could encourage the activities of such forces.
Development of systems to exclude antisocial forces
1)Establishment of a unit to coordinate responses, and persons responsible for the prevention of unlawful demands
The Company has designated the Corporate Administration Division as the unit responsible for coordinating responses to antisocial forces and appointed officers in charge of preventing unlawful demands in that division. The Company is also engaged in planning and supervision, etc., relating to the prevention of transactions with antisocial forces across the entire Group, including subsidiaries.
2)Cooperation with specialist external organizations
The Company maintains close communications with the police and joins related organizations, such as the organized crime-prevention unit of the Tokyo Metropolitan Police (Tokubouren) and crime prevention societies. The Company collaborates actively in campaigns to eliminate extortion and prevent victimization.
3)Collection and management of information relating to antisocial forces
The Corporate Administration Division gathers information about antisocial forces across the entire Park24 Group. This information is centrally managed.
4)Development of response manuals
The Company stipulated the rejection of relationships with antisocial forces in its Group code of conduct. Specific provisions required for business operations are also defined in manuals, etc.
5)Implementation of training programs
Responses to antisocial forces are an important aspect of the Company’s compliance activities so it provides regular training programs.
- 1)Establishment of a unit to coordinate responses, and persons responsible for the prevention of unlawful demands
※The Company gives priority to compliance with local laws, regulations, and commercial practices in countries where overseas subsidiaries are located but has established systems based on these basic domestic policies wherever possible.