For Investors
Resolutions on Basic Systems for Internal Control
1. Systems to Ensure that the Execution of Duties by Directors, Officers, and Employees of the Company and its Subsidiaries Complies with Laws and the Articles of Incorporation
- (1)The Company has established the basic principles of compliance in the Teijin Group's Corporate Governance Guide. They stipulate the following: As responsible members of both the corporate organization and society, all directors, officers, and employees of a company are required to not only comply with laws and regulations but also to act in good faith and in line with ethical standards and shared social values. Based on this recognition, the Company strictly complies with social norms, ethics, and applicable laws and regulations, and strives to achieve fair and appropriate management in harmony with civil society.
- (2)The Company shall establish systems and organizational structures to ensure the effective implementation and thorough application of the Teijin Group's Philosophical Framework, Code of Conduct, and Group Corporate Ethics Regulations, among other internal frameworks, in order to practice these basic principles. The Representative Directors, Executive Directors, and Corporate Officers shall take the lead in setting an example by complying with laws, regulations, the Articles of Incorporation, social norms, and ethics, and shall also provide compliance-related education and awareness programs for directors, officers, and employees of the Company and its subsidiaries.
- (3)To develop a cross-functional compliance framework for the Teijin Group and to identify and address compliance-related issues, the Company appoints the Chief Human Resources Officer/Chief Sustainability Officer as the person responsible for compliance.
- (4)Directors, officers, and employees of the Company and its subsidiaries shall, upon discovering any violation of laws and regulations or other significant compliance-related issues within any Teijin Group company, report them to their own company or to the Company, in accordance with the Regulations for the Teijin Group's Corporate Ethics and other relevant rules. The Chief Human Resources Officer/Chief Sustainability Officer shall direct and supervise the investigation of such reported issues and, upon consultation with the President and CEO, determine appropriate measures, if deemed necessary.
- (5)The Company shall ensure that directors, officers, employees, and business partners of the Company and its subsidiaries have access to channels through which they can directly report any violations or suspected misconduct. As one such channel, the Company shall establish and operate various whistleblowing and consultation hotlines that allow directors, officers, and employees of the Company and its subsidiaries to directly contact external attorneys or other independent professionals. In such cases, the Company shall ensure that the identity of the whistleblower is not disclosed without their consent (guaranteeing anonymity) and that no disadvantage arises from making a report. Furthermore, with respect to material reports, the Company shall appropriately disclose the details of the report, the status of the Company's response, and the outcome to directors, officers, and employees of the Company and its subsidiaries to ensure broad awareness.
- (6)The directors of the Company and its subsidiaries shall be subject to oversight and audits by the Audit & Supervisory Committee with respect to their execution of duties, and shall respect any advice or recommendations received from the Audit and Supervisory Committee.
- (7)The Company places the Corporate Audit Department under the direct supervision of the CEO. Under the CEO's direction, it performs internal audits of the Teijin Group's business operations, evaluates the status of the internal control system, and proposes improvements. The Audit & Supervisory Committee shall receive reports from the Corporate Audit Department regarding audit results and may instruct the Corporate Audit Department to conduct further investigations as necessary. In the event of a conflict between instructions received from the CEO and those received from the Audit & Supervisory Committee, the instructions of the Audit and Supervisory Committee shall take precedence.
- (8) The Teijin Group shall take a resolute stance against antisocial forces, including demands for payoffs from specific shareholders and civil interference by organized crime groups, and shall not tolerate any such intervention. The Chief Human Resources Officer/Chief Sustainability Officer shall be appointed as the person responsible for countermeasures against antisocial forces. This Officer shall establish relevant policies and procedures and shall ensure that all directors, officers, and employees of the Company and its subsidiaries are thoroughly informed of them.
- (9)In principle, the majority of the Board of Directors shall be comprised of outside directors in order to enhance the validity of decision-making by the Board of Directors. These outside directors shall satisfy the independence requirements established by the Company, which are defined in the Guidelines for Independent Directors as determined by the Board of Directors.
2. Rules and Other Systems for the Management of Risk of Loss within the Company and its Subsidiaries
- (1) The Company shall operate the Total Risk Management (TRM) system to deal with all risks (uncertainties) that may threaten the enhancement of corporate value and the achievement of the sustainable business development of the Teijin Group, in accordance with the basic principles of TRM set forth in the Teijin Group's Corporate Governance Guide.
- (2)The Board of Directors of the Company shall supervise risk management across the entire Teijin Group, and shall position the assessment of both "strategic management risks," which arise in connection with the formulation of business strategies and plans, strategic actions, and decisions on individual investment projects, and "operational risks," being various adverse events that could negatively affect the Company, as a critical factor in decision-making.
- (3)The Group Strategy Committee, chaired by the CEO and tasked with deliberating on important matters concerning business execution, shall promote initiatives to address strategic management risks.
- (4)The Chief Human Resources Officer/Chief Sustainability Officer shall be responsible for overseeing operational risks. The Risk Management Committee established under the CEO shall be tasked with deliberating on policies related to the management of such risks as well as promoting and monitoring initiatives based on these policies.
- (5)The Chief Human Resources Officer/Chief Sustainability Officer shall establish systems to ensure business continuity within the Teijin Group in relation to the following risks:
- (a)Risks of significant losses due to disasters, such as earthquakes, floods, accidents and fires
- (b)Risks of serious disruption to production, sales, and other operations caused by inappropriate execution of duties by directors, officers, and employees
- (c)Risks of significant damage resulting from the malfunction or failure of core IT systems
- (d)Risks of significant damage resulting from the impairment of intellectual property or the leakage of technology
- (e)Other risks deemed extremely significant by the Board of Directors of the Company
3. Systems for Ensuring the Efficient Execution of Duties by Directors, Officers, and Employees of the Company and its Subsidiaries
- (1)The Company shall establish Group Regulations to provide the necessary rules and guidelines for the Group to ensure the efficient performance of duties throughout the Teijin Group, and shall review such regulations as necessary in response to revisions made to laws and regulations or the need to improve operational efficiency.
- (2)The Board of Directors of the Company, in accordance with the management structure and division of duties as determined by the Board, shall delegate the execution of operations to the Representative Directors, Executive Directors, and Corporate Officers.
- (3)The Regulation for Group Organizations, the Teijin Group Regulations for Group Responsibilities and Authorities, and other internal regulations of the Teijin Group specify the bodies or procedures by which decisions are to be made on matters delegated to the Representative Directors, Executive Directors, and Corporate Officers. The Company shall review such regulations as necessary in response to revisions made to laws and regulations or the need to improve operational efficiency.
- (4) The Board of Directors shall establish the core organizational structure of the Teijin Group and develop systems to ensure efficient operations and robust oversight and supervision.
- (5)The Company shall formulate the Group Medium-Term Management Plan and, to realize this plan, shall develop a short-term plan for each fiscal year. In addition, the Company shall establish key management priorities and budgets for the entire Group, and shall regularly monitor their progress.
4. Systems to Ensure the Appropriateness of Business Operations across the Teijin Group
- (1)The Company shall establish Group Regulations, comprising standards and rules applicable across the Teijin Group, in order to ensure the appropriateness of business operations across the Group. Each Teijin Group company shall develop its own internal rules in accordance with these Group Regulations and, when making decisions on important matters, shall follow appropriate procedures, including deliberation by relevant committees.
- (2)The Company shall, in accordance with Teijin Group Regulations for Group Responsibilities and Authorities, the Group Risk Management Regulations, and other relevant regulations, deliberate on important matters concerning Teijin Group companies through the Group Strategy Committee and other bodies, and shall require such companies to report on those matters.
- (3)The Representative Directors, Executive Directors, and Corporate Officers shall, in accordance with their respective areas of responsibility, provide guidance to each Teijin Group company to ensure the establishment of an appropriate internal control system.
- (4)The Corporate Audit Department of the Company shall conduct or supervise internal audits across the Teijin Group to ensure the effectiveness and appropriateness of internal controls throughout the Group's operations. Annual plans for internal audits, their implementation status, and the results shall be reported to the Board of Directors, the Audit & Supervisory Committee, and other designated bodies, as appropriate based on their level of importance.
- (5)The Audit & Supervisory Committee of the Company shall establish a coordination framework with the Accounting Auditor and a reporting system from the Corporate Audit Department to ensure that effective and appropriate oversight and auditing of the entire Teijin Group is able to be conducted in response to the Group's consolidated management structure. Such oversight and auditing shall be carried out either directly by the Audit & Supervisory Committee or through the Committee of Teijin Group Statutory Auditors, which, in principle, is composed of the Audit & Supervisory Committee Members, full-time statutory auditors of Group companies, staff of the Audit & Supervisory Committee Office, and the General Manager of the Corporate Audit Department.
- (6) The Company shall establish Teijin Group Regulations for Internal Control Over Financial Reporting to ensure the reliability of financial reporting, and shall develop a system of Group-wide controls and business process-level controls related to financial reporting across the Teijin Group. The Company shall also ensure that these controls are operated and assessed properly and effectively.
5. Systems for the Retention and Management of Information Related to the Execution of Duties by Directors
- (1)Directors shall appropriately retain and manage the following documents (including electronic records; hereinafter the same shall apply), as well as other important information related to the execution of their duties, in accordance with internal regulations and according to their respective areas of responsibility:
- (a) Minutes of general shareholders' meetings and related materials
- (b)Minutes of meetings of the Board of Directors and related materials
- (c)Minutes and related materials of other important meetings held by Directors
- (d)Approval documents and attached materials in which Directors serve as the final decision-makers
- (e)Other important documents related to the execution of duties by Directors
- (2)The CEO shall serve as the person responsible for monitoring and supervising the retention and management of the documents and information specified in the preceding paragraph (the "Control and Oversight Officer").
- (3)The General Manager of the Legal Department shall assist the Control and Oversight Officer and provide direction and guidance to the Teijin Group regarding the retention and management of the documents and information specified in paragraph (1).
- (4)The documents specified in paragraph (1) shall be retained for a minimum of ten years and shall be maintained in a condition that ensures accessibility as necessary.
- (5)The Company shall establish the "Group Rules for Handling Information Concerning the Duties of Directors" to maintain and manage the above-mentioned system, and shall revise them as necessary.
6. Matters Concerning Employees Assigned to Assist the Audit & Supervisory Committee, the Independence of Such Employees from Directors (Excluding Directors Who Are Audit & Supervisory Committee Members), and the Effectiveness of Instructions Given to Such Employees
- (1)The Company shall establish the Audit & Supervisory Committee Office as the organization responsible to assist the Audit & Supervisory Committee in performing its duties. The Office shall comprise personnel assigned to the Committee Secretariat, who support the Committee's operations, and personnel assigned to business audits, who assist with management audits conducted by the Committee members. As a general rule, at least two full-time personnel shall be assigned to the Committee Secretariat, including at least one individual with sufficient expertise in accounting or quantitative analysis.
- (2)Personnel of the Audit & Supervisory Committee Office shall carry out their duties under the direction of the Audit & Supervisory Committee. The Office shall also function as the secretariat of the Committee of Teijin Group Statutory Auditors. While these personnel may concurrently serve as statutory auditors of Teijin Group companies, they shall not concurrently hold any position involving the execution of business operations within those companies.
- (3)The Company shall obtain the prior consent of a member of the Audit & Supervisory Committee, designated by its resolution, upon making any decisions regarding personnel matters such as appointments and transfers of personnel assigned to the Audit & Supervisory Committee Office, in order to ensure the independence of such personnel. In principle, performance evaluations of such personnel shall also be conducted by a member of the Committee designated by its resolution.
7. Systems for Reporting to the Audit & Supervisory Committee by Directors, Officers, and Employees of the Company and Its Subsidiaries, and Other Systems Related to Such Reporting
- (1) Full-time Audit & Supervisory Committee Members shall attend meetings of the Board of Directors, as well as other important meetings of the Company, including the Group Strategy Committee, and important meetings of major subsidiaries.
- (2)The Representative Directors, Executive Directors, and Corporate Officers shall, from time to time, report on the status of business execution for the businesses, functions, and subsidiaries under their responsibility at important meetings, including meetings of the Board of Directors.
- (3)Directors, officers and employees of the Company and its subsidiaries, upon becoming aware of any of the following matters, including those reported or for which consultation was sought via the hotline, shall promptly report to the Company's Audit & Supervisory Committee:
- (a)Matters that have significantly damaged, or may significantly damage, the Company's credibility
- (b)Matters that have had, or may have, a serious adverse effect on the Company's business performance
- (c)Matters that have caused, or may cause, significant harm related to ESH (Environment, Safety, and Health) or PL (Product Liability), either internally or externally
- (d)Serious violations of the Regulations for the Teijin Group's Corporate Ethics or other internal rules
- (e)Other matters equivalent to those listed above
- (4)Directors, officers, and employees of the Company and its subsidiaries shall report on the businesses, functions, and subsidiaries under their responsibility when they deem it necessary or upon request of the Company's Audit & Supervisory Committee, and shall cooperate with any investigations conducted by the Committee.
8. Systems to Ensure that Individuals Reporting to the Audit & Supervisory Committee Shall Not Be Subject to Disadvantageous Treatment as a Result of Such Reporting
- (1)The Teijin Group stipulates in the Regulations for the Teijin Group's Corporate Ethics that no individual shall be subjected to disadvantageous treatment for reporting or whistleblowing illegal acts or ethical violations. It also prohibits any such treatment of directors, officers, or employees who report to the Audit & Supervisory Committee for having made such reports.
9. Policy on the Treatment of Expenses and Payment Duties Arising from the Execution of Duties by Audit & Supervisory Committee Members, Including Procedures for the Advance Payment and Reimbursement of Such Expenses
- (1)The Company shall bear any expenses or payment duties necessary for the execution of duties by Audit & Supervisory Committee Members (limited to those related to the execution of duties by the Audit & Supervisory Committee). If there are any requests for advance payment or reimbursement in accordance with the Companies Act, the responsible department shall confirm and respond promptly with the request.
10. Other Systems to Ensure the Effective Conduct of Audits by the Audit & Supervisory Committee
- (1)While maintaining its independence, the Audit & Supervisory Committee shall hold regular meetings with the Representative Director to exchange views on challenges facing the Company and significant audit-related matters, and to make requests when deemed necessary.
- (2)The Audit & Supervisory Committee shall hold regular meetings with the Accounting Auditor to exchange views and information in an active manner.
- (3)The Audit & Supervisory Committee shall enter into advisory agreements with external law firms to support the independent formation of opinions by the Company's Audit & Supervisory Committee and the statutory auditors of subsidiaries. When deemed necessary for the execution of audits, the Committee may, at its discretion, engage certified public accountants, consultants, or other external experts.