The details of JAMCO’s “systems to ensure that directors’ implementation of duties are in compliance with laws and regulations and the Articles of Incorporation and other systems necessary to ensure the appropriateness of operations” are described below.
The term “Group” as used below refers to a group of companies comprising the Company and its subsidiaries.
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（1） |
The Company shall establish a “CR (Compliance Risk) Committee” (Chairperson: President and CEO) as a body which manages overall internal control, which is to formulate basic policy regarding internal control. The Company shall designate a Chief Compliance Officer (“CCO”) from among Directors or Executive Officers, who is to manage, control and supervise compliance initiatives across the Group. |
| （2） | The CCO is to regularly report the summary of compliance activities to the Board of Directors. |
| （3） |
The Company shall develop rules and regulations regarding the compliance system, and Directors and employees are to act in compliance with laws and regulations, the Articles of Incorporation and the Company’s “Management Philosophy.” |
| （4） | The Company shall establish a training system in accordance with the “Compliance Code” and “Compliance Regulations” and provide education to the Group’s Directors and employees to ensure strict compliance with laws and regulations and the Articles of Incorporation. |
| （5） | The Company shall allocate operating executives appointed by the Board of Directors to departments at Head Office, the Aircraft Interiors and Components Group and the Aircraft Maintenance Group to ensure prompt execution of operations, and operating executives are to execute operations at the department of which they are in charge under clear executive responsibilities. |
| （6） | The Company shall build an internal information reporting system used as a hotline when any of the Group’s employees and other staff discovers an act that violates laws and regulations or the Articles of Incorporation. |
| （1） | The Company shall designate a Chief Information Officer (“CIO”) as the person in charge of managing information systems and information security from among Directors or Executive Officers. |
| （2） |
The CIO is to manage the Group’s information systems and information security in information system and information security activities and regularly report a summary of those activities to the Board of Directors. |
| （3） | The Company shall ensure that information and documents (including related materials) are properly managed, stored and controlled (including disposal) in accordance with the “Information Management Regulations” and “Document Control Regulations.” |
| （4） | The Company shall include rules regarding documents and other information relating to execution of duties by Directors in the “Document Control Regulations” to manage these documents and information properly, and also to ensure they are available for inspection by Directors and Auditors at any time. |
| （1） |
The Company shall designate a Chief Risk Management Officer (the “CRO”) as the person in charge of managing risks from among Directors or Executive Officers. |
| （2） |
The CRO is to manage the Group’s risk management systems in accordance with the “Risk Management Regulations.” |
| （3） |
The CRO is to review the progress of establishing the Group’s risk management systems and regularly report risk management matters to the Board of Directors. In addition, The Company shall fully discuss at a “CR Committee meeting” major risks for which measures are required by the “Risk Management Regulations” and take measures to minimize foreseeable risks. |
| （4） |
The Audit Department, one of the internal audit departments controlled directly to the President and CEO is to regularly implement internal audits of risks. |
| （5） | If an internal audit finds operational execution which violates laws or regulations or otherwise is likely to cause significant loss, the details of the risk found and the extent of the loss that will be caused thereby are to be immediately reported to the “CR Committee” and relevant departments. |
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（1） |
The Company shall designate a Chief Financial Officer (the “CFO”) as the person in charge of managing the appropriateness of financial reporting from among the Directors or Executive Officers. |
| （2） |
The CFO is to regularly report matters related to the Appropriate Financial Reporting Committee’s activities to the Board of Directors. |
| （3） | The CFO is to establish internal control systems to ensure the appropriateness of financial reporting in accordance with the “Regulations for Internal Control for Financial Reporting” and “Rules for Internal Control for Financial Reporting.” |
| （4） |
The Audit Department, one of the internal audit departments controlled directly to the President and CEO is to implement internal control evaluations and internal audits, report audit results to President and CEO and provide a copy of those results to the CFO. |
| （5） | If an internal audit finds a flaw or other issue in internal control systems, the CFO is to instruct the responsible department to promptly improve the flaw or issue. |
| （6） | Any improved flaw or other issue in internal control systems is to be subject to an internal control audit by the Accounting Auditor. |
| （7） | The President and CEO is to prepare an “Internal Control Report,” which is to be approved by the Board of Directors. |
| （1） | The Company shall establish a “Management Philosophy,” “Compliance Code” and other policies as the Group’s action guidelines, and build and maintain unified systems through various committees subordinate to the “CR Committee.” |
| （2） | The Company shall designate a person responsible for each subsidiary from among the Company’s Directors or Executive Officers, to enable comprehensive business management and ensure that directors and employees of its subsidiaries can execute their tasks properly and efficiently. |
| （3） | The Company shall establish standards for management control over subsidiaries. With respect to important matters on the management of subsidiaries, The Company shall require subsidiaries to report those matters or give prior approval, as appropriate, depending on each subsidiary’s nature and contents of the relevant matter. |
| （4） | The Company shall appoint a Director or Auditor for major subsidiaries from the Finance & Accounting Department and regularly monitor their accounting status. |
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（1） |
Auditors are to attend meetings of the Board of Directors, Officers meetings and other important meetings, interview the Directors and other relevant persons regarding performance of their duties, and have the right to inspect relevant materials. |
| （2） |
Auditors are to have the right to request personnel who support audits. |
| （3） | To secure independence of supporting employees referred to in the preceding paragraph from Directors, the supporting personnel are to perform their duties in accordance with Auditors’ instructions and/or orders independently from Directors. Furthermore, any transfer order, personnel appraisal or disciplinary actions are to require prior approval by the Audit & Supervisory Board. |
| （4） | Directors and employees are to report as necessary upon request from each Auditor. |
| （5） |
Any of the Group’s Directors, Auditors or employees who discovers a violation of laws or regulations or other act that may be likely to cause significant damage to the Group or any person who receives a report from them is to immediately report such fact to Auditors. The Company is not to treat the Group’s Directors, Auditors or employees who reported to Auditors or persons who received a report from them disadvantageously on the grounds that they made such report. |
| （6） |
The Audit & Supervisory Board is to maintain a close relationship with Representative Directors, Accounting Auditors, internal audit departments and subsidiaries’ auditors and to have the right to have regular meetings and exchange opinions with them. |
| （7） | When an Auditor claims prepayment or reimbursement of the expenses incurred by him/her in relation to performance of the duties, The Company shall promptly pay such expenses in accordance with its rules and regulations. Auditors are to fully consider whether relevant expenses are appropriate and efficient. |
The Company has set out our basic policy for eliminating antisocial forces as a clause in our “Compliance Code,” clearly stating “we will tackle antisocial forces resolutely and have no relationship with antisocial forces.” More specifically, the current status is as described below.
- In the "Antisocial Forces Response Rule", we have established policies, systems and systems to ensure that the Group will block the relationship with antisocial forces.
- The Corporate Administration & Human Resource Department serves as a responsible department. The Company handles issues relating to antisocial forces, cooperating with the relevant authorities and our lawyers and seeking proper advice.
- The Company has established systems to maintain close contact with relevant police forces by participating in the Federation on Prevention of Special Organized Crimes within the Jurisdiction of the Tokyo Metropolitan Police Department (Tokuboren) and its subordinate body, the Association on Prevention of Special Organized Crimes (Tokubokyo). In addition, the Company strives to collect and manage information about antisocial forces by actively participating in seminars and other workshops organized by Tokuboren.
- “Compliance Handbook” which the Company has prepared and distributed to all officers and employees of the Group provides a full and plain explanation of the importance of eliminating antisocial forces in the following separate sections: “Examples of Approach by Antisocial Forces,” “Responses to Antisocial Forces,” “Essential Knowledge when Meeting with Antisocial Forces,” and “Cooperation with TOKUBOREN.” In addition, the Company ensures that this knowledge and information is shared through compliance training provided by the Group or by circulating DVDs and videos edited by Tokuboren for training and educational purposes.
- The Company has emergency contact systems in place in accordance with its “Disaster Response Rules” to ensure that all officers and employees can promptly report as necessary in case of an emergency.