Corporate Responsibility

①

We will continue to thoroughly disseminate the Code of Conduct to directors and employees of the Company and each subsidiary, and have established compliance guidelines to comply with laws and regulations, the Articles of Incorporation, internal rules, social norms, corporate philosophy, etc. in the execution of duties. We will deepen the understanding of the entire Group, which consists of the Company and each of its subsidiaries, regarding the specific matters that need to be addressed, and build a system to ensure compliance within the Group. As part of this, the Company will establish and implement an internal training system, including e-learning, on compliance, etc. for the Group's directors (excluding outside directors) and employees.

②

In order to promote the compliance system in our group, we have established a compliance committee, which is chaired by our representative director and whose members are our directors and President and CEO Medius Holdings Co., Ltd. and presidents of each subsidiary, and deliberates on important matters related to compliance. I do. Additionally, the Compliance Committee will report the contents of its deliberations to the Board of Directors.

③

Expecting a check function to ensure the legality of the execution of duties by the directors of the Company, we will appoint an outside director who has no interest in the Company.

④

The directors of the Company and each subsidiary will attend various seminars on compliance held outside the company to enhance their understanding.

⑤

In order to strengthen reporting and consultation functions related to compliance within our group, we have established a helpline called "K Call," which is an internal reporting system for all directors, corporate auditors, and employees of our group. It is prohibited to treat people who have committed such acts unfavorably.

⑥

Our group's basic policy is to respond resolutely and thoroughly eliminate anti-social forces that pose a threat to civil society, and to take care not to allow them to take advantage of them.
As part of our group's system for eliminating anti-social forces, we will establish a response manual, etc., and designate and operate a responsible department. In addition, basic transaction contracts concluded with business partners include an organized crime exclusion clause that allows the contract to be canceled if the business partner is found to be an anti-social force.
Furthermore, in cooperation with external organizations such as the local police station and the Special Violence Prevention Measures Association, we will select and assign a person in charge of preventing unreasonable demands, and in the event of a problem, we will establish an internal system through our legal advisors.

⑦

Conduct internal audits by the Company's Internal Audit Office, which is independent of other business execution departments. Through internal audits, we will verify and evaluate the appropriateness and effectiveness of the internal control system of the Company and each subsidiary, and promote the improvement to ensure the appropriateness of the execution of duties by employees of the Group.

⑧

The Company's Audit and Supervisory Committee and the Company's Internal Audit Office will hold monthly liaison meetings and work together to share information and mutually enhance the effectiveness of audits.

①

Regarding individual risks related to compliance, disasters, environment, information security, etc. in the Group, each department of the Company and each subsidiary will provide education and guidance to employees of the Company and each subsidiary in accordance with the rules and manuals for each risk category. Shall be done.

②

As a countermeasure in the event of a large-scale disaster such as a major earthquake, our group will formulate a group-wide large-scale disaster BCP (Business Continuity Plan) to ensure the safety of executives, employees, visitors, etc., and the continuation of important operations. Build a system for

③

The Sustainability Committee and its subcommittee, the Specialized Committee, will discuss the recognition of risks for the entire Group and the prevention of risks. In addition, the content of deliberations will be reported to the Board of Directors.

④

The Sustainability Committee and its subcommittee, the specialized committee, will discuss important issues in risk management, and the Company and its subsidiaries will work together to develop a risk management system from a group-wide perspective.

⑤

Conduct internal audits by the Company's Internal Audit Office, which is independent of other business execution departments. Through internal audits, we will verify and evaluate the appropriateness and effectiveness of the internal control system of the Company and each subsidiary, and promote its improvement to ensure the appropriateness of the risk management system.

①

As a basis for ensuring the efficient execution of duties by the directors of the Company and its subsidiaries, the Company shall hold a monthly board of directors meeting and hold an extraordinary meeting as necessary. , Each subsidiary will hold a board of directors meeting regularly according to its scale, etc., and build a system to hold it temporarily as needed.

②

By establishing rules regarding the organization and job authority of the Company and clarifying matters related to the basic duties and responsibility of directors regarding the execution of duties, the organization will be operated efficiently, and each subsidiary will also establish a system that complies with these rules. Let me.

③

By establishing other internal rules, we will ensure the efficient execution of duties by the directors of the Company and each subsidiary.

①

The Company has established affiliated company management regulations to clarify the management of subsidiaries, and the subsidiary management department receives advance reports on important management matters of each subsidiary, and the Company and each subsidiary hold preliminary consultations.

③

A cross-group meeting will be held to report and examine sales, logistics management, information systems, finance / accounting, personnel and other management matters from a cross-group perspective.

④

If necessary, ask the representative directors of each subsidiary to attend the Board of Directors of the Company and receive reports on the status of execution of their duties.

①

We will promote the guidance and training of subsidiaries in our subsidiary management department to ensure the appropriateness of our business as a corporate group.

②

We support a part of the business in the management department of each subsidiary and prevent the occurrence of fraud and error on a daily basis.

③

The Company's Internal Audit Office conducts audits of the Company and each subsidiary based on the internal control evaluation basic plan approved by the Board of Directors, and reports the results to the Company's Representative Director and Audit and Supervisory Committee.

④

We will provide our rules, manuals, etc. to our subsidiaries as necessary, manage and supervise them, and provide education and training as necessary.

①

Financial reporting is extremely important information for people inside and outside the Group to recognize the activities of the Group, and ensuring the reliability of financial reporting strongly contributes to maintaining and improving the social credibility of the Group. Recognize and work to improve internal control over financial reporting.

②

A basic plan for the development of internal controls related to financial reporting will be prepared for each reporting year, and the entire group will work together to develop internal controls for consolidated financial reporting.

③

The status of maintenance and operation of internal controls related to financial reporting shall be evaluated by the Internal Audit Office, which is independent of the business to be evaluated and is familiar with the maintenance and evaluation of internal controls.

①

If the Company's Audit and Supervisory Committee requests the appointment of a director or employee (hereinafter referred to as "assistant employee" in ① to ③) to assist in its duties, we will establish these systems without delay. do. If an assistant employee concurrently performs other duties, priority shall be given to duties related to the Audit and Supervisory Committee.

②

The authority to command and command assistant employees shall belong to the Company's Audit and Supervisory Committee within the scope of assisting their duties. (excluding directors) and other employees shall not have the authority to command or command auxiliary employees.

③

Decisions on personnel transfers, personnel evaluations, punishments, etc. of assistant employees require the prior consent of the Company's Audit and Supervisory Committee or an Audit and Supervisory Committee member designated by the Audit and Supervisory Committee.

①

The Company's Audit and Supervisory Committee members attend meetings of the Board of Directors, Compliance Committee, Sustainability Committee, and other important meetings, and receive reports on the status of business execution, as well as the compliance system and risk management system.

②

The Company's Audit and Supervisory Committee members will inspect important approval documents, reports, etc. that are not discussed at the above-mentioned important meetings, and receive explanations of the contents as necessary.

④

The Company's Internal Audit Office will report the results of internal audits conducted by the Company Group (including the status of the internal control system) to the Company's Audit and Supervisory Committee.

⑤

The Company's directors (excluding directors who are members of the Audit and Supervisory Committee) and employees receive information through the helpline "K Call," which is an internal reporting system for all directors, auditors, and employees of the Group. The contents of the report will be reported to the Company's Audit and Supervisory Committee.

⑥

The Company's Audit and Supervisory Committee, in cooperation with the corporate auditors of each subsidiary, regularly or from time to time, receives reports from the corporate auditors of each subsidiary regarding the status of their audits and the contents of reports received from the directors and employees of each subsidiary. receive.

⑦

Disadvantageous treatment of our group's directors (excluding directors who are members of our audit and supervisory committee), corporate auditors, and employees who have reported to our company's audit and supervisory committee is prohibited.

①

The Audit and Supervisory Committee of the Company stipulates standards and basic matters concerning audits by the Audit and Supervisory Committee, and establishes rules for the purpose of ensuring smooth and effective implementation of audits by the Audit and Supervisory Committee.

②

The representative director of the Company regularly exchanges opinions with the Company's Audit and Supervisory Committee regarding the issues that the Company should address, the status of the audit environment for the Audit and Supervisory Committee, and important audit issues. Strive to deepen awareness.

③

The Company's Audit and Supervisory Committee receives appropriate explanations from the Company's accounting auditor regarding accounting details and collaborates by exchanging information.

④

Directors of the Company (excluding directors who are members of the Audit and Supervisory Committee) shall, in the event that the Audit and Supervisory Committee of the Company requires cooperation with outside experts such as lawyers in the performance of its duties, take care to ensure such cooperation. do.

⑤

The Company's Audit and Supervisory Committee and the corporate auditors of each subsidiary will cooperate with each other and hold regular liaison meetings to share information and mutually enhance the effectiveness of audits.