Basic Policies Related to Systems Ensuring the Appropriateness of Work
Based on the provisions of the Companies Act and the Ordinance for Enforcement of the Companies Act, Central Nippon Expressway Company Limited will maintain a system to ensure the appropriateness of work as follows.
System to ensure that the execution of directors' duties conforms to laws and regulations and the Articles of Incorporation
Recognizing that all officers and employees, including directors, act based on high principles and norms, we have established “Central Japan Expressway Group Code of Ethics and Code of Conduct” as a guideline to be put into practice in various situations. At the same time, we will appoint an officer in charge of ethics and legal compliance (CCO) to supervise our compliance promotion.
In addition, we will establish a personnel and ethics committee, which is mainly composed of external experts, and will discuss systems and systems for establishing a high level of ethics and compliance issues that may have a significant impact on the Company.
Based on the regulations of the Board of Directors, the Board of Directors holds regular meetings to make decisions on important matters and the Directors regularly report on the status of business execution.
Regarding the bid contract procedure, in order to increase its transparency and fairness, we will install Bid Monitoring Committee consisting of outside experts for each Regional Head Office, which is the bidding contract agency for road construction.
System related to the storing and managing of information concerning the execution of directors' duties
After establishing rules related to document management, information concerning the execution of directors' duties will be recorded and saved in document form or in electromagnetic media (hereinafter referred to as “documents, etc.”). The minutes of general meetings of shareholders and the minutes of meetings of the Board of Directors will be saved for many years in the General Affairs Department; and documents, etc. concerning the execution of other directors' duties will also be properly saved and managed based on such rules.
Rules for managing the risk of loss and other systems
As a road operator whose mission is to provide safe and comfortable Expressway with the highest priority on safety, strengthen the crisis management system for crisis / risks such as disasters / accidents and serious events that may cause national damage. Therefore, put the job to professionally oversee the crisis management, as well as develop a quick and accurate, such as systems and guidelines for carrying out the deal at the time of the emergency, Expressway order to improve the safety of, the company headquarters We will establish an organization in charge of safety across the board and establish a system to steadily implement the cycle of formulating, executing, evaluating and improving plans that contribute to improving safety.
In addition, regarding other risks related to the environment, compliance, information security, finance, etc., we have established a risk management committee consisting of all executive officers and an organizational unit risk management subcommittee to manage risks in a systematic manner and reduce losses. We will establish a system to avoid or reduce such problems. Regarding information security, we have strengthened the information security system by establishing a “NEXCO CENTRAL CSIRT” system and setting up an officer in charge of information security (CISO).
System to ensure that the execution of directors' duties is efficiently conducted
The Board of Directors meets regularly to decide on important matters and to supervise the execution of directors' duties. In addition, the introduction of an executive officer system will separate decision-making/supervisory functions from executive functions and strengthen directors' checking functions.
Furthermore, in order to strengthen the functions of the Board of Directors and to improve management efficiency, management meetings with executive officers as members will be regularly held to deliberate important matters and to establish rules for clarifying the authority and responsibilities related to the execution of duties.
Regarding the expressway business, with the aim of having people on site have a sense of ownership and for them to execute autonomous operations, we will maintain a system for the execution of proper work by clearly compartmentalizing operations which the main office has jurisdiction over from the operations executed by the Regional Head Offices as core executors with the support of the main office.
In addition, in order to share our corporate vision and management policy throughout the Group, we will formulate a medium-term management plan, review it on a case-by-case basis depending on social and economic conditions, etc., and manage business performance using a business management system.
System to ensure that employees' execution of duties conforms to laws, regulations and the Articles of Incorporation
In order for employees to comply with laws, regulations, the Articles of Incorporation and social norms, we will formulate compliance regulations such as our Code of Ethics and Code of Conduct. At the same time, the General Affairs Department will supervise compliance initiatives being promoted by each department across the organization in order to ensure thorough compliance and improve compliance knowledge; and provide ongoing education, support, and others through in-house training and other activities.
Furthermore, in order to comply with laws, regulations, internal regulations, etc. through reports and consultations related to compliance and to prevent any misconduct, we will set up a “Compliance Hotline” as an internal consultation desk and a “Compliance Lawyer Hotline” as an external consultation desk, creating an environment where consultations can be made with peace of mind.
System to ensure the appropriateness of work in the corporate group consisting of this Company and its subsidiaries
From the perspective of maximizing the Group's corporate value, this Company will present basic policies for group management, and will conduct business management and performance evaluation while respecting the autonomy of each subsidiary.
To discuss and share the execution policies of this Company's entire Group, we will hold regular Group-wide meetings which will include directors, executive officers, presidents of subsidiaries and others. Prior to the Group-wide meetings, each subsidiary will report the status of the implementation of their work, etc. to this Company.
Regarding important matters on the management of subsidiaries while promoting their autonomous management, along with the prior approval of this Company or requests for reports to this Company, this Company will strengthen the governance of the entire Group through the operation of risk management systems based on risk management rules and others, based on the management rules of the group companies.
Each subsidiary will execute its duties efficiently by establishing rules to clarify the authority and responsibilities related to the execution of duties.
Furthermore, along with the subsidiaries' adoption of the “Central Nippon Expressway Group Code of Ethics and Code of Conduct,” each subsidiary will appoint an executive in charge of ethics and legal compliance (CCO), and promote compliance as a Group by holding Group CCO meetings and others.
In addition, each subsidiary will set up an internal consultation desk related to compliance; and we will make it possible for them to use the "Compliance Lawyer Hotline" established by this Company, creating an environment where consultations can be made with peace of mind.
The Audit Department audits the status of these initiatives at this Company and this Company's Group of Companies and reports them regularly to the Management Committee.
Matters related to employees who are requested by auditors to be available in order to assist auditors in their duties, matters related to the independence of such employees from directors and matters related to ensuring the effectiveness of instructions of auditors to such employees
In order to assist the auditing work, we will set up the Audit & Supervisory Board Office and allocate the necessary number of full-time staff with legal knowledge, tax / accounting knowledge, and technical knowledge.
In addition, specialists such as lawyers and certified public accountants may be utilized if a high level of knowledge and skills related to law, accounting or technology is particularly necessary for proper auditing.
Unless otherwise specified, the Audit & Supervisory Board Members report to the Audit & Supervisory Board Members and are subject to the command and order of the Audit & Supervisory Board Members. In addition, regarding the personnel changes, personnel evaluation, and disciplinary action, the consent of full-time Audit & Supervisory Board Members is required.
System for directors and employees to report to auditors; and system for directors, auditors and employees of subsidiaries or those who have received reports from said directors, auditors and employees of subsidiaries to report to the auditors of this Company
In addition to matters designated by law, directors and employees will regularly or temporarily report to auditors the following: matters that have a significant impact on this Company and this Company's Group of Companies; decisions on important measures; misconduct by directors and employees; filings of serious lawsuits; the implementation status of internal audits and the operational status of the “Compliance Hotline” and the “Compliance Lawyer Hotline.”
Directors, auditors and employees of subsidiaries or those who have received reports from said directors, auditors and employees of subsidiaries will regularly or temporarily report to auditors the following: matters that have a significant impact on this Company and this Company's Group of Companies; misconduct by directors and employees; filings of serious lawsuits; and the operational status of consultation desks related to compliance.
Furthermore, we will make it possible for auditors to attend important meetings of this Company and this Company's Group of Companies as appropriate, and we will make it possible for auditors to view important documents on important decisions and reports, etc. as needed.
System to ensure that those who have given reports to auditors are not subject to unfavorable treatment due to such reports
Regarding persons who have given reports to auditors, this Company and its subsidiaries will not treat such persons unfavorably due to the fact that they have given such reports.
In addition, we will ensure the viability of the aforementioned by determining in the rules that persons who reported to or consulted with a supervisor or the consultation desk related to compliance will not suffer any disadvantage due to such reporting or consultation.
Prepayment or reimbursement procedures for expenses incurred in the execution of auditors' duties and other matters related to policies related to the processing of expenses or debt incurred in the execution of such duties
This Company allows the Board of Auditors to appropriate the budget in advance for expenses required by auditors for the execution of their duties, and allows them to claim reimbursement from the Company for urgent expenses after these expenses were incurred.
Other systems to ensure that audits by auditors are conducted effectively
Opinions will be regularly exchanged among auditors, the representative director, and other directors. In particular, regarding the appointment of auditors, we will respect the proposal and consent rights of the Board of Auditors, and we will establish a system wherein auditors and the representative director are able to exchange opinions.
In addition, auditors, the Audit Department, accounting auditors and the auditors of subsidiaries will periodically exchange opinions so that they may work closely together.