Internal Controls | Sustainability | Sansha Electric Manufacturing Co., Ltd. of power supplies and power semiconductors

The Basic Policy on the Internal Control System

System to ensure the legality of the execution of duties by directors and employees
1. The Sansha Electric Group defines compliance as observance of laws and regulations, the Articles of Incorporation, internal company norms, corporate ethics, and social norms, and has established the "Sansha Electric Group Action Guidelines" for its officers and employees to ensure compliance.
2. In the "Compliance Regulations," the Company defines the establishment of a compliance system, its thorough implementation and promotion, and the verification of important compliance-related matters as part of risk management. The person in charge of the Corporate Administration Division shall be responsible for overseeing the compliance of the entire Minebea Group, and shall promote compliance management, including compliance education for all officers and employees of the Minebea Group.
3. As an internal reporting system, the Company shall establish a mechanism for directors, officers and employees of the Group to provide information and seek advice regarding violations of laws and regulations and compliance-related doubts.
4. The Audit Office shall be established under the direct control of the President.
  The Audit Office shall periodically conduct internal audits to ensure that the overall operations of the Group are conducted legally, properly, and reasonably in accordance with laws, regulations, the Articles of Incorporation, and internal rules.
System for the Storage and management of information related to the execution of duties by directors
The Group stores and Storages legally prepared documents such as minutes of the General Meeting of Shareholders, Board of Directors meetings, and Board of Corporate Auditors meetings, as well as minutes of various committees, meetings, etc., approved documents, and other information related to the execution of duties by directors in accordance with internal regulations.
Regulations and other systems for managing the risk of loss of the Group
The Group shall establish an Internal control Committee chaired by the head of the Corporate Management Division to collectively manage the risks of the entire Group and report its activities to the Board of Directors as appropriate.
The Committee shall deliberate on policies and specific measures to deal with risks that may be assumed in the promotion of the Group's business activities, and shall issue instructions to each department.
In particular, for quality issues, the Quality Control Department will manage quality control operations across each business to quickly and accurately resolve problems.
System to ensure efficiency in the execution of duties by directors
1. By formulating a medium-term management plan and setting company-wide targets, establish a system that enables each department to efficiently promote measures to be implemented each fiscal year.
2. In accordance with the "Director Authority Regulations," which clearly stipulate the authority and responsibilities related to business execution for the purpose of promoting organized and efficient management, the Company will realize appropriate and efficient execution of duties and ensure the appropriateness of duties by making decisions on important matters through the Board of Directors, the Corporate Planning Committee, and other meeting bodies.
3. The Nomination and Compensation Advisory Committee shall be established as an advisory body to the Board of Directors for the purpose of strengthening the fairness, transparency and objectivity of procedures related to the nomination and compensation of directors.
4. By introducing an executive officer system, the Company will separate the functions of management decision-making and supervision from those of execution of duties, thereby strengthening the functions of directors and ensuring the efficiency of their duties.
System for reporting to the Company on matters pertaining to the execution of duties by directors, etc. of subsidiaries
Directors of subsidiaries shall report monthly on important management matters designated by the Company, such as operating results and financial conditions, and if an accident or incident occurs or is foreseen to occur that may seriously affect the management of the subsidiary, they shall immediately report the details to the person in charge of the business management division of the Company.
System to ensure efficient execution of duties by directors, etc. of subsidiaries
The Business Administration Division shall formulate and promote an operational management system for the management of the Minebea Group in accordance with the "Affiliate Company Management Regulations.
In accordance with the "Affiliate Company Management Regulations," the manager of the Corporate Management Division shall, after consultation with the subsidiary, designate an appropriate Minebea department to provide support and management services for the operations of the subsidiary.
Matters concerning employees who assist the duties of corporate auditors and matters concerning the independence of such employees from directors
1. If the Board of Corporate Auditors requests the Company to appoint employees to assist the Board of Corporate Auditors in the performance of its duties, the Company shall select suitable employees in accordance with the "Internal control System Regulations" upon consultation with the Board of Corporate Auditors, and appoint such employees with the approval of the Board of Corporate Auditors.
2. The Board of Corporate Auditors shall evaluate the performance of employees who assist the Corporate Auditors in their duties and ensure their independence from the Directors, etc.
System for Reporting to Corporate Auditors
1. The Corporate Auditors are authorized to attend not only meetings of the Board of Directors but also other important meetings, and Directors and employees shall report to the Corporate Auditors at such meetings on matters that may have a significant impact on the Company's management, or when urgently required, on a case-by-case basis.Corporate auditors may also request reports from directors and employees at any time as necessary.
2. The Board of Corporate Auditors may request Directors to establish a system for Directors and employees to report to Corporate Auditors and other systems for reporting to Corporate Auditors in accordance with the "Regulations of the Board of Corporate Auditors.
3. The contents of reports and consultations made to the internal reporting office and the results of investigations shall be reported to the corporate auditors as appropriate.
4. In accordance with the internal rules, no disadvantageous treatment shall be given to a person who reports or consults with the whistleblower because he/she has reported or consulted with the Whistleblower Hotline.
Policy on the treatment of expenses incurred in the performance of duties by corporate auditors
1. Corporate Auditors may make decisions regarding audit policies, audit methods, budgets for audit expenses, and other matters deemed necessary for the performance of their duties.
2. Corporate auditors may request reimbursement from the Company after the fact for any emergency or extraordinary expenses incurred in the performance of their duties.
System for Ensuring the Effectiveness of Audits by Corporate Auditors
1. The Board of Corporate Auditors shall prepare an annual "Corporate Auditor Audit Plan" at the beginning of each fiscal year, explain its contents at the Board of Directors' meeting to promote efficient audits, and regularly exchange opinions with the Representative Director.
2. In planning the audit plan, the Company shall consider the need for employees to assist the auditor, taking into account increases or decreases in the number of audit man-hours.
System to ensure reliability of financial reporting
In order to ensure the reliability and appropriateness of its financial reporting, the Group shall comply with the Financial Instruments and Exchange Law and related laws and regulations, continuously evaluate and verify the effectiveness of its Internal control system, and make corrections as necessary.
Basic Policy on Elimination of Antisocial Forces and Status of Improvement
1. The Group shall deal with antisocial forces as an organization and firmly reject them with a resolute stance.
2. In addition to clearly stating our basic stance toward the elimination of relations with antisocial forces in the "Sansha Electric Group Action Guidelines," and ensuring that all officers and employees are fully aware of this stance, we will establish close cooperative relationships with external specialist organizations such as the local police department, the Corporate Defense Council, the Center for the Elimination of Boryokudan, and lawyers on a daily basis in preparation for any unjustified demands, etc., by antisocial forces. In addition, in preparation for unjust demands by antisocial forces, the Company shall establish close cooperative relationships with external specialists such as local police departments, the Corporate Defense Response Council, the Center for the Elimination of Boryokudan, and lawyers.
  In addition, the Company shall proactively participate in training sessions, etc. conducted by such external professional organizations to obtain the latest information on antisocial forces.