Basic Policy on Development of Internal Control Systems
a. Systems to ensure that directors' execution of duties complies with laws and regulations and the Articles of Incorporation
- The Company holds Board of Directors meetings, in principle once a month, in accordance with the Regulations of the Board of Directors.
- Through the Board of Directors, directors supervise the execution of duties by other directors.
- To ensure that the execution of duties complies with laws and regulations, directors, executive officers, and each leader report important information regarding Group-wide business execution in advance at the Board of Directors, EM Meetings, SSM Meetings, and other important meetings. We work to prevent legal violations and, if we recognize any act or fact that may violate laws and regulations, take the necessary measures to prevent such violations.
- The Company is a Company with a Board of Corporate Auditors, and each corporate auditor audits the directors' execution of duties by attending Board of Directors meetings and investigating the status of business execution, in accordance with the audit policy established by the Board of Corporate Auditors.
- Our Group has established and operates multiple WNI Helplines, an internal reporting system for compliance reporting and consultation available to officers and employees, and takes the necessary measures to protect whistleblowers.
b. Systems for the storage and management of information related to directors' execution of duties
- The minutes of shareholders' meetings and Board of Directors meetings are prepared and appropriately stored and managed in accordance with laws and regulations.
- Important information, decisions, and internal notices regarding management and business execution are prepared, stored, and managed appropriately by the responsible departments.
c. Regulations and other systems for managing the risk of loss
- The WNI Approval Standards define the matters requiring approval at the Company's Board of Directors, EM Meetings (Executive Meetings), SSM Meetings, and other important meetings, as well as the matters requiring approval for Group companies.
- Executive officers and each leader regularly report important information regarding Group-wide business execution at the Board of Directors, EM Meetings, SSM Meetings, and other important meetings, and all directors supervise their judgment and the content of those reports.
- With regard to responses to risks related to information security, the environment, disaster prevention, sanitation, and health, each relevant department establishes regulations, conducts education and awareness activities, and implements monitoring as necessary.
- As the organization responsible for crisis management, the Risk Management Committee is convened regularly and as necessary to clarify the basic policy for risk management across the entire Group and to advance the development of measures for responding when serious risks that threaten business continuity occur.
d. Systems to ensure the efficient execution of directors' duties
- The Board of Directors resolves the basic policies regarding management, matters related to important business execution, and matters stipulated by law and the Articles of Incorporation, receives reports on the execution status of important business, and provides supervision. We have adopted an Executive Officer system to enable directors to execute and supervise their duties as managers more effectively and efficiently.
- EM Meetings conduct preliminary deliberation of the matters to be submitted to the Board of Directors for the entire Group, and confirm the important matters stipulated in the WNI Approval Standards.
- In making decisions at the Board of Directors, sufficient and appropriate information is provided to each director.
- Our Group establishes a company-wide meeting week in May and November each year to confirm our Group's business strategies and plans and to align our direction with management policies, and formulates the optimal business plans for the entire Group.
e. Systems to ensure that employees' execution of duties complies with laws and regulations and the Articles of Incorporation
- We have established codes of conduct that clarify the policies and behavioral standards for business execution throughout the Group and the social responsibilities of officers and employees, make them available for viewing by all officers and employees through the internal intranet and other means, and publish them on our website. We promote awareness among our staff as members of a social infrastructure company that actively contributes to the SDGs, and we carry out education, awareness, and audit activities regarding compliance with laws and social norms.
- The Internal Audit Office conducts audits to determine whether business execution in each department complies with laws and the Articles of Incorporation.
f. Systems to ensure proper business operations in the corporate group consisting of the Company, its parent company, and subsidiaries
- Within our Group, the Company's directors and executive officers determine important matters for the entire Group and supervise the business execution of subsidiaries through the Board of Directors and EM Meetings.
- With regard to the management of subsidiaries, the directors and executive officers who oversee each business and subsidiary ensure the efficiency and propriety of business execution throughout the Group by thoroughly communicating and implementing business operation policies to subsidiary officers and employees. The administrative department requests reports as necessary to accurately grasp the business activities of subsidiaries, based on the Affiliate Management Regulations.
- The Company holds Board of Directors meetings, in principle once a month, and EM Meetings, in principle once a week, and appropriately deliberates and reports on important matters and the status of business execution in Group management, based on the WNI Approval Standards.
g. Matters concerning employees who are to assist corporate auditors in their duties when requested
- We have established a Corporate Auditor Office as a department dedicated to assisting corporate auditors in their duties.
h. Matters concerning the independence of the aforementioned employees from directors, and ensuring the effectiveness of corporate auditors' instructions to such employees
- The authority to direct and supervise the daily work of employees belonging to the Corporate Auditor Office rests with the corporate auditors, and these employees do not receive orders or instructions from directors.
- Transfers, personnel evaluations, and similar matters concerning employees belonging to the Corporate Auditor Office require the prior approval of the corporate auditors.
i. Systems for directors and employees, and for the directors, corporate auditors, and employees of subsidiaries, to report to corporate auditors, and other matters concerning reports to corporate auditors
- We define the matters and methods for officers and employees of our Group to report to corporate auditors.
- Corporate auditors may request reports from directors and employees at any time when they deem it necessary for the performance of their duties.
- The department in charge of the internal reporting system WNI Helpline regularly reports to the corporate auditors on the status of internal reports from officers and employees of our Group.
- We take the necessary measures to ensure that those who report to the corporate auditors, including through the internal reporting system WNI Helpline, do not receive any unfavorable treatment because of making such reports.
j. Matters concerning the policy for handling expenses and other costs arising from corporate auditors' execution of duties
- The Company promptly processes expenses and other costs arising from corporate auditors' execution of duties, based on the WNI Approval Standards, except where it is recognized that such expenses are not necessary for the corporate auditor's execution of duties.
k. Other systems to ensure that corporate auditors' audits are conducted effectively
- We have established a system in which corporate auditors can conduct hearings with directors and important employees and regularly exchange opinions, as necessary, with the Representative Director and President, the Internal Audit Office, and the accounting auditors.
- To effectively implement the Group audit system, corporate auditors regularly exchange opinions with the directors and corporate auditors of subsidiaries, and all subsidiaries engage accounting auditors with a global network for this audit, regardless of whether the respective country has legal provisions requiring it.
l. Basic approach to the elimination of antisocial forces and the status of its development
- Our Group completely severs all relations with antisocial activities or forces.
- In the unlikely event that we are pressured into a relationship by antisocial forces, we will respond with a resolute attitude in cooperation with our legal department, advisory lawyers, the police, and other relevant parties.
Status of Internal Control System Implementation
The Company has established and operates an internal control system based on the Basic Policy on the Establishment of an Internal Control System resolved by the Board of Directors. For details, please refer to "Section 4: Status of the Submitting Company, 4. Status of Corporate Governance, etc." in the Securities Report.




