Systems for Ensuring Propriety of the Company's Operations
(As of May 30, 2008)
- 1.System for ensuring the performance of duties by Directors and employees to comply with Laws and Articles of Association
- The Company states in "JDC Mission Statement" that its management conforms to social norms and corporate ethics, and established "JDC Business Conduct Principles (BCP)" to carry out its corporate social responsibility and enhance its corporate value through execution of the compliance program. Then JDC established the "Compliance Manual" which is the basic principle for the Company's compliance system.
The Company led by the Director in charge of the compliance system appointed by President and the Compliance Committee proceeds with enhancement, education, and training for the compliance program based on the Compliance Manual. All the management and the employee must understand the significance of the compliance program and exert themselves to put it into practice.
Furthermore, the Company has created in-house and external consultation services for the compliance program, and whistle-blowing, etc to enhance in-house hotline system with strict safeguard of informant.
In addition, the Company has established Internal Audit Department, which is independent of other departments and monitors all of the management including the compliance program in collaboration with the Corporate Auditors and the Accounting Auditor.
On the basis of BCP, the Company conforms to the policy to oppose to and deal with any antisocial individuals and organizations in a determined attitude, and prepare internal systems to take appropriate measures.
- 2.System for maintaining and managing information relating to the performance of duties by Directors
- The Company records information relating to the performance of duties by the Directors on paper or electric documents, and maintains such documents properly for the specified period in accordance with Laws, Articles of Association, and Board of Directors Rules.
As for Request for Decision Form (Ringi-sho) which acquires authorization of the President and Approval Application (Shouninshinsei-sho) which acquires approval of the Executive Officers, the Company properly prepares, maintains, and manages them according to Document Control Rules and Authorization and Approval Standards,.
- 3.Rules and other systems regarding management of risk of loss
- The Company conducts a systematic risk management in conformity with Risk Management Basic Rules in order to control the business risks.
On the basis of these Rules, the Risk Management Committee consisting of the relevant Directors and General Managers is held twice a year in order to build and organize a risk management system. In case of emergency, the Risk Management Committee makes an immediate action to construct an appropriate framework in order to secure the continuity of the Company's business in accordance with the related company regulations.
As for interest rates, exchange rates, and risk of security price fluctuations, the Company manages these risks according to Financial Market Risk Management Rules.
In case of a business transaction, the Company appropriately deals with transactional safety, credit management, conservation and collection of debt on the basis of Credit Management Rules.
With regard to important documents such as contracts which can have crucial influence on the Company's management, the Company examines these documents in advance from legal aspects in accordance with Documents Management Rules and Legal Examination Guidelines.
- 4.System for assuring Directors' efficient execution of duties
- The Company, by conforming to Board of Directors Rules, holds the Board of Directors more than once a month which makes a decision on the Company's operation and supervises the performance of duties by the Directors, as well as by conforming to Executive Officers Rules, introduces the Executive Officer System which is intended to separate Directors' decision making and supervising functions and Executive Officers' operating functions and to reinforce each functions. Additionally, the Company, by conforming to Executive Committee Rules, holds the Executive Committee consisting of the Regular Directors every week which examines and decides important matters on business operation in order to expedite the Company's business operation.
The Company makes mid-term and annual business plans annually, and sets a business goal of the Company on the basis of the Corporate Strategy Planning and Management Rules. Each Director executes his duty based on such a business goal, checks the progress, and reports the result related to his duty periodically in the Board of Directors and the Executive Committee.
The Company stipulates the Directors' and Executive Officers' powers and responsibilities clearly in the company regulations such as the Organization Rules, and builds an internal system securing efficient execution of the Directors' and Executive Officers' duties.
As to the performance of duties by the Directors in accordance with the decisions made by the Board of Directors, the Company builds an internal system securing proper delegation of powers at each level of the organization based on Authorities Chart stipulated in Organization Rules.
- 5.System for ensuring appropriate operations of the Corporate Group comprised of the Company and its Subsidiaries
- The Company controls the subsidiaries and affiliated companies and assists them in building their own systems to secure proper management of their businesses according to Affiliated Companies Management Rules regarding the control of the Company's subsidiaries and affiliated companies.
Furthermore, the Company conducts an internal audit to the subsidiaries and affiliated companies, which are carried out by Internal Audit Department, and guides and assists them in securing the soundness of the managements.
- 6.Matters regarding employees who assist the duties of Corporate Auditors when Corporate Auditors request assignment of such employees, and matters regarding independence of the above employees from Directors
- The Company provides employees to assist the duties of the Corporate Auditors at their request. In such case the Company appoints, transfers and evaluates such employees paying respect to the opinions by the Board of Corporate Auditors and secures independence of such employees from the Directors.
- 7.System for Directors and employees to report to Corporate Auditors and system for other types of reporting to Corporate Auditors, and other system for securing the effectiveness of auditing by Corporate Auditors
- The Company secures an appropriate system to report to the Corporate Auditors by ; 1) attendance of the Corporate Auditors at important meetings, 2) report of important matters to the Corporate Auditors, and 3) circulation of important documents such as Ringi-sho, etc.
The Company also secures a system that the Corporate Auditors can receive timely reports from the Directors, employees and Internal Audit Department and exchange opinions with the Representative Directors and the Accounting Auditor at any time so that the Corporate Auditors can accomplish their effective audit.