bnr_corp

Basic policy on internal control

1. System for assuring that the performance of duties of directors and employees complies with decrees and the articles of incorporation

  1. Corporate governance
    1. Directors and board of directors
      The board of directors decides important administrative matters in accordance with decrees and the articles of incorporation, and supervise the performance of duties of directors. Directors perform their duties according to decrees and articles, and on the basis of assigned duties that are decided by the board of directors, and report the status of performance of their duties more frequently than every three months. Moreover, directors clarify their administrative responsibility and, at the same time, in order to establish a flexible management system for responding to changes in the business environment, the term of office of directors is one year. Our company appoints persons as directors from outside the company in order to ensure the effectiveness of corporate governance.
    2. Auditors and board of auditors
      The auditors exercise their authority and, at the same time, audit the adequacy of performance of duties of directors in cooperation with financial regulators and according to the “Regulations and Rules of the Board of Directors” and “Audit Standards of Auditors”
  2. Compliance
    Our company prepares a compliance manual for directors and employees to implement business activities in accordance with compliance standards and take measures to accomplish their aims, and establish an internal information system with means for reporting and consulting about problematic act regarding compliance.

2. System for storing and managing information on the performance of duties of directors

  1. Storage and management of information
    Our company provides document control rules with regard to the storage and management of information on the performance of duties of directors and employees, and specify the documents to be stored and storage period, and appoint a person in charge of document control.
  2. Access to information
    Directors and auditors may access to stored documents at any time.

3. System of regulations, rules and others regarding risk management against loss

  1. Principle of managerial authority
    Directors and employees in their duty positions are granted the authority required to perform their duties according to the decisions of the board of directors and the regulations of the administrative authority, and, at the same time, control risks that may occur in the performance of duties and assume responsibility for results within the scope of regulations.
  2. Final decision system
    As for matters that need to obtain a final decision according to the regulations of the administrative authority and the provisions of final decisions when chiefs of each section and department perform their assigned duties, a final decision is obtained after applying for proposals individually. Also, a progress report is submitted as needed and a completion report is submitted after completion.
  3. Risk management
    In order to cope with serious disasters such as natural disasters, a manual of countermeasures against earthquakes, typhoons, fires, etc. is prepared, and concrete measures to minimize damage and loss are decided and implemented quickly.

4. System for ensuring efficient performance of duties by directors

  1. Business policies, business strategies and business plans
    In order to ensure efficient performance of duties by directors, objectives shall be set forth in business policies, business strategies, and business plans that are shared amongst all directors and employees of our company, and the directors in charge shall periodically report the progress of plans to the board of directors.
  2. Board of directors
    The board of directors shall meet once a month in principle, decide important matters relating to management and the performance of duties, and supervise the performance of duties of directors.
  3. Clarification of administrative authority and responsibility
    The roles of each director shall be determined by the board of directors and, at the same time, the sharing of duties, authorities, responsibilities and decision-making rules of directors and employees shall be defined clearly in the provisions.

5. Matters relating to employees assisting the duties of auditors

If an auditor requests an employee to assist him/her in performing assigned duties, such employee shall be selected in consideration of the advice of the director in charge of general affairs and other persons concerned.

6. Matters relating to the independency from directors of employees assisting the duties of auditors

When conducting personnel affairs (personnel changes, evaluations, disciplinary action, etc.) as an assistant to an auditor, the director in charge of general affairs shall obtain the consent of the board of auditors in advance. The auditor may propose changes to personnel affairs concerning a candidate assistant as necessary.

7. System for directors and employees to report to auditors and system relating to reports to other auditors

  1. Attendance of auditors at important meeting
    Auditors may attend the board of directors’ meeting to receive a report on the performance of duties and other important matters from directors, and may attend other important meetings.
  2. Report to auditors by directors and employees
    Auditors may ask directors and employees for a report whenever necessary. Directors shall report immediately to auditors if the directors discover anything that may cause significant damage to the company.

8. Other systems to ensure effective audits by auditors

Auditors may receive audit plans from financial controllers in advance and, at the same time, exchange information relating to the audit policy and reports on the result of audits as needed.