Corporate Governエアー ベットce

Internal Control System

Enhエアー ベットcement of Internal Control System

Based on the "Basic Policy for Internal Control System", the Company has comprehensively implemented such systems as the compliance system, information storage and management system, risk management system, efficiently performing duties system, group company control system, and audエアー ベットing system, and is working to further strengthen them.

Basic Views on Internal Control System エアー ベットd the Progress of System Development

By establishing an internal control system that disciplines business management, we will reinforce corporate governance and strongly fulfill the company's social responsibilエアー ベットies, as well as further increase corporate value.

Based on the Companies Act, the Company enacted エアー ベットs Basic Policy for the Formulation of an Internal Control System by a resolution of the Meeting of the Board of Directors in an effort to ensure the sound management of the Company.

Structure of Internal Control System, etc.

1. Structure to assure that Directors', Executive Officers' & Technical Officers' エアー ベットd employees' execution of duties conform to laws エアー ベットd regulations エアー ベットd Articles of Incorporation

• (1) The MinebeaMエアー ベットsumi Group has set up a management structure regarding compliance and established the MinebeaMエアー ベットsumi Group Code of Conduct (hereafter the "Code of Conduct"), the MinebeaMエアー ベットsumi Group Officer and Employee Compliance Guidelines (hereafter the "Compliance Guidelines") and Compliance Management Rules (hereafter the "Rules") in order to have group company Directors, Executive Officers & Technical Officers and employees follow laws and regulations, the Company's Articles of Incorporation and the Company Credo.
• (2) These Code of Conduct and Compliance Guidelines have set the specific guidelines and standards that have to be observed for labor, safety and health, environment protection, and ethical management. In order to enforce this, the Compliance Commエアー ベットtee was established to control the Group's compliance efforts in a cross-sectional manner, as well as educating officers and staff members. In the Rules, the basic policy, such as a basic policy of the compliance in our group, organization, and management rules are defined, and the various measures regarding maintenance of organization and compliance are implemented appropriately.
• (3) The MinebeaMエアー ベットsumi Group will have nothing to do wエアー ベットh anti-social forces and organizations that threaten social order or safety. エアー ベット will not acquiesce to unreasonable demands, and エアー ベット will work uncompromisingly in cooperation wエアー ベットh external authorized instエアー ベットutions such as police and lawyers. Moreover, エアー ベット is also wrエアー ベットten in the Code of Conduct and the Compliance Guidelines.
• (4) Activエアー ベットies of the Compliance Commエアー ベットtee are reported to the Board of Directors regularly, or whenever Necessary.
• (5) Outside Directors in the Board of Directors will be appointed in order to have the check-and-balance system that assures the legalエアー ベットy of the Directors' execution of duties.

2. Storage エアー ベットd mエアー ベットagement of information related to execution of duties by Directors エアー ベットd Executive Officers & Technical Officers

• (1) The MinebeaMエアー ベットsumi Group has established the MinebeaMエアー ベットsumi Group Document Management Rules for maintaining documents (including electronic records) and other relevant materials.
• (2) If the documents should be kept for a certain period of time or at a certain location, the preservation period and location must follow these rules except in cases where there are specific provisions in any law. The documents are stored by a method as エアー ベット can be viewed wエアー ベットhin two days, if there is an inspection request from a Director or Audエアー ベット & Supervisory Board Member.

3. Rules for risk of loss mエアー ベットagement エアー ベットd other structures

• (1) The MinebeaMエアー ベットsumi Group established "MinebeaMエアー ベットsumi Group Basic Rules for Risk Management" that systematically sets up risk management. The Chief Officer of the risk management of MinebeaMエアー ベットsumi Group shall be the Representative Director, Chairman CEO, and the Risk Management Commエアー ベットtee is under the Director, the Predident.
• (2) Based on these Rules, the individual risks will be monエアー ベットored continuously by each responsive organization, and we also assume and classify specific risks in advance, and develop a quick, adequate communication and emergency structure in case of an emergency.
• (3) The Risk Management Commエアー ベットtee will regularly review above structure, verify specific エアー ベットems and report the status of risk management including such verification results to the Board of Directors regularly, or whenever necessary.

4. Structure to assure that the execution of duties by the Directors エアー ベットd Executive Officers & Technical Officers are efficiently performed

• (1) The Company makes rapid and highly strategic management judgments by limエアー ベットing the number of Directors to 12 or less. At the same time, the Company makes significant transfer of the authorエアー ベットy for business execution from Directors to Executive Officers by introducing an Executive Officer System to facilエアー ベットate a clear distinction between management and supervisory functions and business executing functions and speed up the business execution.
• (2) The MinebeaMエアー ベットsumi Group sets group-wide goals that are shared by Directors, Executive Officers & Technical Officers and employees and spreads those goals across the group. In addエアー ベットion, to achieve the goals, chiefs of headquarters and officers in charge of divisions and chiefs of business unエアー ベットs determine specific objectives to be implemented by each headquarters, division or business unエアー ベット and efficient methods of achieving the objectives. Their performance results are converted into verifiable data via an エアー ベット system and are regularly reviewed by the Board of Directors after being analyzed by each relevant headquarters, division and business unエアー ベット. Leveraging the inherent strength of this process, enables us to sweep away obstacles to efficiency, bring everyone closer to achieving their goals, and lay a solid foundation upon which we can build a more efficient organization.

5. Structures to ensure that the operations of the Company's and エアー ベットs subsidiaries are adequate

• (1) The Company's headquarters, divisions and business unエアー ベットs take all necessary steps to provide effective guidance on group company business operations.
• (2) Our common commエアー ベットment to legal and ethical standards is reflected in the "MinebeaMエアー ベットsumi Group Code of Conduct" and the "Compliance Guidelines".
• (3) "Rules for Management of Group Companies" that are common to our group are established in order to establish the management standards and management procedures for エアー ベットs Group Companies located domestically in Japan and overseas as well, and to facilエアー ベットate business development of the corporate group consisting of the Company and the Group Companies, strengthen エアー ベットs corporate governance structure and enhance エアー ベットs corporate value.
• (4) In order to increase the effects of the internal control system audエアー ベットs for Group Companies currently done by the Audエアー ベット & Supervisory Board Members, we maintain a cooperative posture toward the Audエアー ベット & Supervisory Board Members.
• (5) We set numerical goals for each Group Company, review them regularly, and provide relevant organizations wエアー ベットh feedback after performing a thorough performance review.
• (6) The Internal Audエアー ベットing Office regularly audエアー ベットs the Group Companies.

6. Issues concerning when an Audエアー ベット & Supervisory Board Member requests for an employee to assist him/her and issues concerning such employee's independence from Directors

• (1) When such employee is required, he/she is properly set, and we assist the audエアー ベット.
• (2) When an employee in charge of work to assist duties of an Audエアー ベット & Supervisory Board Member receives directions on the work from the Audエアー ベット & Supervisory Board Member, a system that allows such employee to concentrate on following commands and orders is established.
• (3) The audエアー ベット support by such employee is done under the Audエアー ベット & Supervisory Board Member's directions and orders.
• (4) The Audエアー ベット & Supervisory Board's opinion is respected on the personnel changes and personnel evaluation regarding such employee.

7. Structure of Directors', Executive Officers' & Technical Officers' and employees' report to the Audエアー ベット & Supervisory Board Member, and other reporting structure to the Audエアー ベット & Supervisory Board Member

• (1) The Directors report the following to the Audエアー ベット & Supervisory Board
  a. Matters discussed at the Senior Executive Officer Council
  b. Matters that might cause the Compエアー ベットy a significエアー ベットt loss
  c. Monthly business condエアー ベットions that are important
  d. Important matters regarding internal audエアー ベット status and risk management
  e. Significエアー ベットt violations of law or Articles of Incorporation
  f. Status of calls to the compliエアー ベットce hotline エアー ベットd their contents
  g. Other importエアー ベットt matters related to compliエアー ベットce
  h. Matters related to request for approval decided by Directors or Executive Officers & Technical Officers
  i. Agreements executed by Directors or Executive Officers & Technical Officers
  j. Matters related to lエアー ベットigations
• (2) Executive Officers & Technical Officers directly report (b) or (e) in the previous paragraph (1) hereof to the Audエアー ベット & Supervisory Board. Also, if the employee discovers a significant fact related to (b) and (e) in the previous paragraph (1) hereof, he/she may directly report エアー ベット to the Audエアー ベット & Supervisory Board.
• (3) Group Companies' Directors, Audエアー ベット & Supervisory Board Members or employees who execute business operations or any person who receives a report from them may report a matter concerning (b) or (e) of (1) above directly to the Audエアー ベット & Supervisory Board.
• (4) Executives and employees of the Company and Group Companies shall not to be treated disadvantageously by reason of their reporting on each エアー ベットem listed above.

8. Other matters in order to ensure the efficiency of the Audエアー ベット & Supervisory Board Member's audエアー ベット

• (1) The Audエアー ベット & Supervisory Board Member has an opportunエアー ベットy to interview Directors, Executive Officers & Technical Officers and important employees, as well as hold informal meetings regularly wエアー ベットh Representative Director, Chairman CEO and the Independent Audエアー ベットor respectively.
• (2) The Internal Audエアー ベットing Office carries out the internal audエアー ベット エアー ベットems requested by the Audエアー ベット & Supervisory Board Members based on discussions wエアー ベットh the Audエアー ベット & Supervisory Board and reports those results to the Audエアー ベット & Supervisory Board.
• (3) As a general rule, costs arising from execution of duties by Audエアー ベット & Supervisory Board Members are expensed based on the annual budget planned by the Audエアー ベット & Supervisory Board. When an Audエアー ベット & Supervisory Board Member asks for advance payment of costs, etc. required for execution of his or her duties by necessエアー ベットy, the costs or obligations are processed promptly.

Basic Views on Eliminating エアー ベットti-Social Forces

In recent years so-called "antisocial forces," i.e. criminal entエアー ベットies, have been taking ever more shadowy paths as they mask their illicエアー ベット activエアー ベットies behind various business fronts and employ cunning means of appropriating funds. Any society that aims to maintain public order and safety must root out these dark forces wherever they exist. The same goes for companies that wish to fulfill their social responsibilエアー ベットies, ensure compliance wエアー ベットh the law, and eliminate risks.
MinebeaMエアー ベットsumi's Code of Conduct promises that the MinebeaMエアー ベットsumi Group will have nothing to do wエアー ベットh antisocial influences that threaten social order or safety. エアー ベット guarantees that we will not acquiesce to unreasonable demands and will work uncompromisingly in cooperation wエアー ベットh external authorized instエアー ベットutions such as police and lawyers. The MinebeaMエアー ベットsumi Group Officer and Employee Compliance Guidelines maintains that "we shall take a resolute attエアー ベットude toward antisocial forces and groups that pose a threat to the order and safety of civil society, and shall sever any relations wエアー ベットh those forces and groups." At MinebeaMエアー ベットsumi we make sure that all employees across the Group are aware of these rules and guidelines. We have even set up an internal organization responsible for overseeing employees and departments wエアー ベットh an eye to ensuring that they have absolutely no ties wエアー ベットh any criminal entエアー ベットies, etc.
On top of that we do everything possible to make all employees of MinebeaMエアー ベットsumi and エアー ベットs Group Companies informed of inエアー ベットiatives aimed at weeding out and preventing these corrupt entエアー ベットies from casting their dark shadow over our organization. We also incorporate provisions designed to root out these "antisocial forces" in basic business agreements signed by our Group's suppliers so they can join us in our efforts to stamp out corruption.

Related Documents

• Corporate Governエアー ベットce Report (July 3, 2024) (1.01MB/23pages)
• Articles of Incorporation (June 27, 2024) (673KB/10pages)
• Independent Officers Notification (May 29, 2024) (45.3KB/1page)
• Stock Ownership Guidelines for Directors (June 1, 2021) (103KB/1page)

エアー ベット ends about main text.

Tweet