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Internal Control
NEG passed a resolution on the basic policy regarding internal control at its board of directors meeting held in May 2006.
- Systems to ensure that the execution of duties by directors and employees shall comply with laws and regulations and the Articles of Incorporation
- Systems for storage and management of information related to execution of duties by directors
- Regulations and other systems concerning loss and risk management*
- Systems to ensure efficient execution of duties by directors
- Systems to ensure the appropriateness of operations of the Group comprising the Company and its subsidiaries
- Systems to ensure that auditing by Corporate Auditors will be performed effectively
*Issues that may have major impacts on investor decisions are listed under “Major risks concerning business operations, etc.”
The Basic Policy regarding Internal Control
(1) Systems to ensure that the execution of duties by directors and employees shall comply with laws and regulations and the Articles of Incorporation
The Company has established the compliance committee as a specialized body that continuously ensures compliance with laws and regulations as well as corporate ethics within the Group, and the committee shall implement the following: 1) planning of revision of “Corporate Philosophy,” “The Group Code of Conduct,” and “Principles of Activities,” as well as planning, preparing, and implementing various measures to disseminate the same throughout the Group companies; 2) collecting and analyzing information about compliance, including in relation to social conditions, relevant laws and regulations at home and abroad, and provision of training; and 3) operating an internal reporting system (liaison offices: compliance committee and law firm). The details of these implemented actions shall be regularly reported to the Board of Directors Meeting and the Corporate Auditors.
The department for internal auditing (the Auditing Division) shall perform internal auditing as deemed appropriate.
(2) Systems for storage and management of information related to execution of duties by directors
Documents concerning execution of duties by directors (approval documents and other decision-making documents, minutes of meetings, etc.) shall be kept and managed appropriately in compliance with laws and regulations as well as rules and guidelines set by the Company.
(3) Regulations and other systems concerning loss and risk management
Business risks of the Company that are recognized as important (such as relating to compliance, finance, environment, disasters, control of trade, information management, quality, safety, and health) shall be overseen by the responsible departments or by specialized committees through means such as establishing regulations and guidelines, providing training, and preparing manuals as the need arises. As for new risks, the CEO will promptly designate responsible personnel and implement countermeasures.
Issues of particular importance to management shall be discussed at and reported to the Management Conference and Board of Directors Meeting.
(4) Systems to ensure efficient execution of duties by directors
The Company has introduced an executive officer system and a business unit system approach in order to clarify management targets for effective operations. Annual budgets (business plans) based on business division and on a company-wide basis are determined at board of directors meetings. In addition, the Company shall manage earnings on a monthly basis and discuss and examine important management issues from various perspectives at board of directors meetings, management meetings, and meetings of business divisions. In order to make sure that necessary information is conveyed to interested parties on a timely basis, information technology such as electronic approval systems will be utilized.
(5) Systems to ensure the appropriateness of operations of the Group comprising the Company and its subsidiaries
The Company shall establish and ensure compliance with the “The Group Code of Conduct” and the “Principles of Activities,” which will be the standards for judgment and behavior of directors and employees of the Group. It will also implement the internal reporting system.
Furthermore, to ensure the appropriateness of the Group's financial reporting, a system shall be implemented to enable reports to be submitted properly in compliance with laws and regulations.
Besides the above actions, the Company shall keep track of and solve management issues of subsidiaries as deemed appropriate, by means such as dispatching directors to subsidiaries and having the administration department of the head office or relevant business divisions exchange information regularly with subsidiaries.
In addition, the top management of the Company and subsidiaries shall hold meetings to improve management efficiency as the need arises.
(6) Matters related to employees provided to assist corporate auditors in their duties, and independence of such employees from directors
Employees who belong to the Administrative Division shall assist corporate auditors as the need arises. In the meantime, opinions of corporate auditors concerning transfer, etc. of such employees shall be respected.
(7) Systems for directors and employees to report to corporate auditors, and other systems concerning reporting to corporate auditors
Directors and employees shall report promptly before or after the fact on matters that would have an important influence on the Company or the Group. In addition, responsible personnel shall report the status of operation of the internal reporting system and the status of implementation of internal auditing as deemed appropriate.
Directors and employees shall report promptly when requested by the board of corporate auditors.
(8) Other systems to ensure that auditing by corporate auditors will be performed effectively
The corporate auditors shall exchange opinions with the representative director, Accounting Auditor, and the Auditing Division as deemed appropriate.
Established on May 9, 2006
