Internal Control

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.

1. System to ensure that the execution of directors' duties conforms to laws and regulations and the Articles of Incorporation

   取締役をはじめ、すべての役員及び社員一人ひとりが高い理念と規範に基づき行動することを認識し、さまざまな局面で実践すべき指針として「中日本高速道路グループ倫理行動規範」を定めるとともに、倫理・法令遵守担当役員（CCO）を置き、当社のコンプライアンス推進を統括します。
   また、外部有識者を主体とする人事・倫理委員会を設置し、高度な倫理観確立のための体制・制度の整備や当社に重大な影響を及ぼすおそれのあるコンプライアンス上の問題について審議します。
   取締役会規程に基づき、取締役会を定期に開催し、重要な事項について決定するとともに、取締役は、定期的に業務執行状況の報告を行います。
   入札契約手続きについては、その透明性・公正性を高めるために、道路工事等の入札契約機関である支社毎に、外部有識者からなる入札監視委員会を設置します。

2. 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.

3. Rules for managing the risk of loss and other systems​ ​

   As a road operator whose mission is to provide safe and comfortable Expressway with safety as its top priority, we will appoint a position to oversee crisis management in order to strengthen our crisis management system against crises and risks such as disasters, accidents, and other serious incidents that could cause damage to the nation. We will also establish a system and procedures for swift and accurate response in the event of an emergency. In addition, to improve the safety of Expressway, we will establish an organization at our head office that will be responsible for safety across the company, and will establish a system to steadily implement a cycle of formulating, implementing, evaluating, and improving plans that will contribute to improving safety.
   In addition, for other risks related to the environment, compliance, information security, finances, etc., we have established a Risk Management Committee, which is comprised of all Managing Officer, and organizational-level risk management subcommittees, to systematically manage risks and establish a system to avoid or reduce losses, etc. Regarding information security, we have established the "NEXCO CENTRAL CSIRT" system and appointed a Chief Information Security Officer (CISO) to strengthen our information security system.

4. 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.

5. 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.

6. System to ensure the appropriateness of work in the corporate group consisting of this Company and its subsidiaries

   当社は、グループとしての企業価値の最大化を図る観点から、グループ経営の基本方針を示すとともに、各子会社の自主性を尊重しつつ、経営管理・業績評価を実施します。
   当社グループ全体の執行方針の討議・共有のため、取締役、執行役員、子会社の社長等をメンバーとするグループ全体会議を定期に開催します。各子会社は、全体会議の開催に先立ち、業務の執行状況等について当社に報告します。
   当社は、グループ会社管理規程に基づき、子会社の自律的な経営を促しつつ子会社の経営上重要な事項については、当社の事前承認又は当社への報告を求めるとともに、リスクマネジメント規程に基づくリスクマネジメントシステムの運用などにより、グループ全体のガバナンスを強化します。
   各子会社は、職務の執行に関する権限と責任を明確にするための規程を制定することなどにより、それぞれ職務を効率的に執行します。
   また、子会社においても「中日本高速道路グループ倫理行動規範」を適用するとともに、各子会社に倫理・法令遵守担当役員（CCO）を設置し、グループCCO会議を開催するなど、グループ一体となったコンプライアンスを推進します。
   さらに、各子会社においても、コンプライアンスに関する社内相談窓口を設置するとともに、当社が設置する「コンプラ弁護士ホットライン」を利用できるようにし、安心して相談ができる環境を整えます。
   監査部は、当社及び当社グループにおけるこれらの取組み状況を監査し、定期的に取締役会及び経営会議に報告します。

7. 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​ ​

   To assist with audit work, we will establish an Audit & Supervisory Board Member Office and assign the necessary number of dedicated staff with legal, tax, accounting, and technology-related knowledge.
   In addition, when advanced knowledge or skills in law, accounting or technology are particularly required to conduct an audit properly, experts such as lawyers and certified public accountants may be utilized.
   Unless there are special reasons, Audit & Supervisory Board Member Staff will report directly to Audit & Supervisory Board Member and will follow the instructions and orders of Audit & Supervisory Board Member. In addition, the consent of the full-time Audit & Supervisory Board Member will be required for personnel transfers, personnel evaluations, and disciplinary actions.

8. 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.

9. 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.

10. 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.

11. 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.

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