Internal Control

Internal Control

The Nichirei Group has formulated a policy for in-house control designed to help bring to fruition its management principles, brand statement, and CSR policy. We have established and implement an in-house system to facilitate operational effectiveness and staff ability, ensure the accuracy of financial reports, comply with laws and regulations pertinent to our business, and to protect assets.

Since FY2009, in accordance with the Financial Instruments and Exchange Act and to ensure the requisite reliability in financial reporting, Nichirei has conducted self-assessments and submitted the results in the form of an internal control report. The Group identifies those companies and business processes that have a major impact on overall financial reporting on a consolidated basis, and implements controls to mitigate risk. As a result, independent divisions assess the efficiency of companywide internal controls and internal controls relating to business processes, ensuring the reliability of the Group’s financial reporting.

Internal Controls Basic Policy

1. Compliance with the law and internal regulations

1) The Company, in accordance with the Group’s management principles and code of conduct, shall comply with the laws, regulations, and its articles of incorporation, refrain from dishonest or antisocial corporate activities, and ensure that competition is fair.
2) As the holding company, the Company shall manage the Group and strengthen corporate governance by establishing, implementing, maintaining internal controls for the entire Group; formulate business strategies for the Group; conduct internal Group audits; monitor business companies; and facilitate the joint procurement of assets.
3) The Company shall ensure its disclosures are prompt, accurate, and fair, based on the Group’s accounting regulations. It shall be accountable to shareholders and investors on an ongoing basis, while ensuring the transparency of corporate information.
4) The Company shall establish a Group auditing department that, based on the Group’s in-house audit regulations, shall audit Group company controls.
5) The Company, in order to handle reports and consultations by employees concerning acts that may violate corporate ethics, shall establish an in-house reporting system (a hotline) that protects whistleblowers. Every effort shall be made to discover and correct violations of the system at an early stage, and ensure compliance.
6) The Company, in accordance with guidelines regarding the Board of Directors, office structures, and other internal arrangements, shall establish systems for appropriate and efficient execution of duties, based on rules regarding management authority and decision-making.

2. Managing information on Company, subsidiary directors

1) The Company shall properly record, retain, manage, and preserve minutes of the Board of Directors meetings, documents for circulation, and other information regarding execution of duties, in accordance with the law, as well as internal regulations regarding the Board of Directors, Group document management, and information security management.
2) The Company?based on Group regulations concerning Group management, Group materials for discussion or circulation, and other Group arrangements?shall receive reports on matters regarding the execution of duties by directors and employees of subsidiaries.
3) The Company’s directors and company auditors shall be able to directly examine and/or copy any information regarding execution of duties that has been electronically recorded, retained, managed, or preserved by the Company’s departments.
4) When requested by a director or company auditor, the Company’s departments shall promptly provide or submit for inspection the specified information.

3. Risk management of Company, subsidiary losses

1) Based on the Group’s risk management regulations, the Company shall identify and evaluate Group risks through the Group Risk Management Committee, and establish a risk management framework for the Group.
2) The Company and its businesses, reflecting the risk management cycle, shall voluntarily and independently respond to corporate activity-related risks. Important matters shall be reported to the holding company’s Board of Directors, and the response discussed.
3) Based on the Group’s risk management regulations, the Company shall respond promptly and appropriately in the event of a disaster, accident, incident, or other crisis that threatens business continuity.

4. Group duties of Nichirei, subsidiaries (besides those in 1-3 above)

1) To realize the mission and vision of the Nichirei Group, the Company, as a holding company, shall propose, decide, and implement Group strategies, allocate business resources, conduct monitoring and risk management for the entire Group, and fulfill the responsibilities of a publicly traded company.
2) As the CSR headquarters, the Company has a corporate staff division that supports the Board of Directors, an internal auditing division that monitors the Group, as well as the Group R&D and quality assurance divisions.
3) Each business company shall serve as an independent company (fulfilling the functions of planning, development, production sales, management, and administration), increase the independence of their respective organizations through their presidents, and adapt to the business environment to respond quickly to market demands.
4) Transactions between the Company and its business companies shall be based on accounting principles, tax laws, and other internal regulations.

5. Exclusion of antisocial forces

1) The Company, keenly aware of its corporate social responsibility, shall prohibit any submission to, or collusion with, antisocial forces that threaten the order and safety of civil society, and shall resolutely respond thereto.

6. Audit & Supervisory Board Members and independence of employees

1) The Company shall establish a Group internal audit department, and maintain systems that allow Audit & Supervisory Board Members to execute audits more effectively and efficiently, including holding regular liaison conferences with Audit & Supervisory Board Members.
2) The Company shall assign specialist staff at the behest of the Audit & Supervisory Board. Personnel assignments shall be decided by consultation between the Board of Directors and Audit & Supervisory Board, with attention given to independence from directors and ensuring of the effectiveness of directives from Audit & Supervisory Board Members.

7. Systems for reporting to Audit & Supervisory Board Members

1) The Board of Directors and employees shall report to Audit & Supervisory Board Members, without delay, should they become aware of either a serious violation of laws or internal regulations in the execution of their duties, or any facts that could, or do, have the potential to cause the Company substantial harm.
2) Directors and employees shall report immediately, to Audit & Supervisory Board Members, decisions that may seriously impact business or the organization, and the results of internal audits.
3) Directors, audit & supervisory board members, and employees of subsidiaries with knowledge of facts that could have a serious impact on the Group’s internal controls, or persons who have received reports from such persons, shall report such to Audit & Supervisory Board Members without delay.
4) The Company and its businesses shall protect people reporting to Audit & Supervisory Board Members, to ensure that the reports do not lead to adverse treatment.

8. Ensuring compliance of Audit & Supervisory Board Members

1) To enable Audit & Supervisory Board Members to adequately perform their functions, the representative director shall arrange for the Audit & Supervisory Board to receive regular reports on, for example, the status of business, quite apart from briefings on similar topics going to the Board of Directors.
2) The Board of Directors shall ensure that auditors attend important meetings regarding the Company’s business to ensure it is appropriately conducted.
3) Once requested by the Audit & Supervisory Board Members, and unless a request is unreasonable, the Company shall provide prompt advance payment, or reimbursement, for expenses incurred by the auditors in the execution of their duties.