Investor Relations

Management Policy

Corporate Governance

Internal Control System

1. Systems for ensuring that the performance of duties by directors and employees complies with laws and regulations and the Articles of Incorporation

  • (1) The Company's directors and employees are aware of compliance issues and perform their duties in compliance with laws and regulations, the Articles of Incorporation, and internal rules.
  • (2) The Company resolutely and systematically responds to anti-social forces that threaten the order and safety of civil society in cooperation with attorneys, the police, and other professionals.
  • (3) The Board of Directors makes decisions on business execution and supervises the duties of directors to ensure legality in accordance with laws and regulations and propriety in accordance with management decisions.
  • (4) The Audit and Supervisory Committee exercises the authority stipulated in laws and regulations and audit directors' performance of duties.
  • (5) The Company maintains a point of contact for corporate ethics consultation and internal compliance reporting and develops a framework for the early detection and correction of violations or acts that may lead to violations of laws and regulations, the Articles of Incorporation, or internal rules (hereafter the "whistleblowing system").
  • (6) Legal violations of directors and employees are subject to punishment by the Rewards and Punishment Committee in accordance with the Rules of Employment and other regulations.

2. Matters related to the retention and management of information concerning the performance of duties by directors

  • (1) The Company establishes Document Management Regulations and appropriately retains and manages minutes of important meetings and other important documents containing information relating to the performance of duties by directors (including electromagnetic records) in accordance with the provisions of said regulations.
  • (2) The Company establishes Information Management Regulations and protects and manages information assets.

3. Regulations and other systems concerning management of risk of losses

  • (1) The directors recognize the importance of identifying various risks associated with the COLOPL Group's business and practicing comprehensive risk management and endeavor to identify, assess, and manage various risks.
  • (2) The Company formulates a Business Continuity Plan to prepare against disasters, accidents, systems failure, and other unforeseen circumstances.

4. Systems for ensuring the efficient performance of duties by directors

  • (1) The Board of Directors operates in accordance with the Articles of Incorporation and Board of Directors Regulations and holds ordinary meetings monthly and extraordinary meetings as necessary.
  • (2) The directors efficiently, flexibly, and expeditiously execute business by working in close liaison to exchange opinions and share information.
  • (3) To ensure the efficient performance of duties by directors, the Company formulates Organization Regulations, Division of Duties Regulations, and Approval Regulations.

5. Systems for ensuring that the performance of duties by employees complies with laws and regulations and the Articles of Incorporation

  • (1) The Company decides official authority, clearly defines responsibilities and authority, and establishes a system for the performance of duties in each department.
  • (2) The Company prepares, disseminates and operates various necessary approval systems, internal regulations, and manuals.
  • (3) The Company designates a personal information protection manager who plays a central role in development and operation of personal information protection systems. In addition, the Company institutes an office under the direction of the manager and endeavors to appropriately protect personal information and continuously improve personal information protection.

6. Systems for ensuring the propriety of the business activities of the corporate group consisting of the Company and its subsidiaries

  • (1) The Company endeavors to develop groupwide compliance systems in accordance with the corporate philosophy.
  • (2) The Company engages in necessary management in accordance with the situation at each subsidiary in accordance with the Affiliated Company Management Regulations. In addition, the Company mandates periodic reporting of the business performance, financial situation, and other important information of each subsidiary.
  • (3) The Company periodically reviews the institutional design and business execution systems of subsidiaries taking into account factors such as the subsidiaries' businesses, size, and position within the Group and supervises to ensure that systems for the efficient execution of business are developed.
  • (4) The Company audits the operations of each subsidiary as necessary.

7. Matters related to employees that assist the Audit and Supervisory Committee upon their request to assign such employees

  • (1) The Audit and Supervisory Committee may request the Board of Directors to assign employees to follow the directions and instructions of the Audit and Supervisory Committee (hereafter "Audit and Supervisory Committee's assistants").
  • (2) The prior consent of the statutory auditors is required concerning any transfer, evaluation, or disciplinary action with respect to statutory auditors' assistants.
  • (3) The Company institutes a system by which Audit and Supervisory Committee's assistants comply solely with directions and instructions of the Audit and Supervisory Committee concerning the assistants' work when they have received such instructions.

8. Systems for directors and employees of the Company and subsidiaries to report to the Audit and Supervisory Committee

  • (1) Directors and employees of the Company and subsidiaries report to the Audit and Supervisory Committee without delay matters provided by law as well as matters that may have a material impact on the Company, matters decided at important meetings, matters relating to the whistleblowing system, and the status of internal audits.
  • (2) Directors and employees of the Company and subsidiaries promptly report on the status of business execution at the request of the Audit and Supervisory Committee.
  • (3) The Company prohibits disadvantageous treatment of directors and employees of the Company or subsidiaries by reason of such persons having made reports to the Audit and Supervisory Committee in accordance with paragraph (2) above and thoroughly informs the directors and employees of the Company and subsidiaries to that effect.

9. Policy regarding the procedure for processing expenses or obligations incurred with respect to the performance of duties by Audit and Supervisory Committee Members and for prepayment or reimbursement of expenses

  • When a Audit and Supervisory Committee Member has requested prepayment of expenses necessary for the performance of duties, the Company shall promptly process such expenses or obligations.

10. Other systems for ensuring that auditing by the Audit and Supervisory Committee is conducted effectively

  • (1) The Audit and Supervisory Committee regularly exchanges opinions with the CEO. In addition, they interview the Company's directors and important employees as necessary.
  • (2) The Audit and Supervisory Committee attends meetings of the Board of Directors and, as necessary, meetings of the Management Council and other important meetings.
  • (3) The Audit and Supervisory Committee exchanges opinions with the accounting auditor as necessary.
  • (4) The Audit and Supervisory Committee may independently obtain the assistance of attorneys, certified public accounts, and other professionals as necessary.
  • (5) The Audit and Supervisory Committee regularly exchanges opinions and endeavor to strengthen cooperation with the manager of the Internal Audit Office.