Casio 2016 Annual Report Download - page 13

Annual Report 2016 / 4612
CONTENTS
To Our Stakeholders Prole Special Features ESG Information Financial Section Corporate Data
Corporate Governance
Basic Internal Control System Policies
The Casio Group has established the Charter of Creativity for
Casio, Casio Common Commitment and Casio Code of
Conduct based on the corporate creed of “Creativity and
Contribution.” The following systems have been implemented
to ensure proper business operations.
1. System to ensure that performance of duties by Group
directors and employees comply with the Articles of
Incorporation and relevant laws and regulations
(1) Based on laws, the Articles of Incorporation and Board
of Director regulations, the Board of Directors makes
important decisions on legal matters and items
regarding the management of the Company and Group
companies, and supervises the business execution of
directors in order to prevent acts in violation of laws and
the Articles of Incorporation.
(2) Specific documents on policies and rules have been
prepared to support compliance with relevant laws and
regulations regarding the performance of duties. After
deliberation and consideration by the CSR Committee
and other committees, awareness of the rules is
promoted throughout Group companies.
(3) The Whistleblower Hotline has been established inside
and outside the Company and operates as the point of
contact for inquiries and reporting on problems related
to infringements of legal compliance and other
compliance matters. The Group ensures that
whistleblowers are not penalized.
(4) The Group has absolutely no contact with organized
criminal elements, which pose a threat to social order
and public safety, and the entire organization is resolved
to refuse any improper demands.
(5) The validity and operational adequacy of the above-
mentioned rules are improved through internal audits
and continual review, in order to prevent any misconduct.
2. System for saving and managing information relating
to performance of duties by Group directors and
employees
(1) Based on the Document Management Rules and other
rules, each department saves and manages information
relating to the performance of duties by the directors
and employees concerned.
3. System of rules and other methods to manage the risk
of Group losses
(1) The Group has a system to manage risks that can have
a significant impact on management. The system is
promoted in a unified way by the relevant departments
and the Secretariat under the CSR Committee, based
on the Risk Management Rules.
(2) Fundamental Policies on Product Safety and an
implementation system have been established with the
understanding that maintaining customer confidence in
product safety is an important management issue.
4. System to ensure the efficient performance of duties
by directors and employees of the Company and
Group companies.
(1) Attended by the Company’s directors and statutory
auditors, meetings of the Board of Directors are held to
discuss and decide important management issues
facing the Group, at least once a month in principle, and
make prompt and reasonable decisions.
(2) The Company’s executive officers, directors, and
statutory auditors attend meetings of the Board of
Executive Officers to discuss and decide important
business execution matters. They ensure Group-wide
coordination and smooth implementation of measures.
(3) Detailed execution procedures are outlined in the
Executive Decision Making Authority Rules and the
Group Company Decision Making Authority Rules.
(4) Group companies have created a system for
performance of duties based on consolidated
management plans, the Group Company Decision
Making Authority Rules, and various basic Group policies.
5. System to ensure proper Group operations
(1) To ensure proper operations, the Group has various
rules based on the Charter of Creativity for Casio, Casio
Common Commitment, and Casio Code of Conduct.
(2) The Company has a system for assigning directors or
executive officers responsibility for specific Group
companies. The relevant directors and executive officers
perform Group company management through a
system that requires reporting to and approval by the
Company, in accordance with the Group Company
Decision Making Authority Rules. They also perform
monitoring as necessary.
(3) The Group has built a system to ensure the adequacy
and reliability of financial reporting. The Group makes
improvements after inspecting internal controls related
to business flow and financial reporting, documentation,
evaluation.
6. System for employees that assist the Company’s
statutory auditors in the performance of their duties,
and the independence of those employees from the
directors
(1) Employees are appointed to assist the statutory auditors
in their duties.
(2) Matters concerning the appointment, transfer, evaluation
or discipline of employees who assist the statutory
auditors require the prior consent of the Board of
Statutory Auditors.
7. System for Group directors and employees to report
to the Company’s statutory auditors, other systems
for reporting to the Company’s statutory auditors, and
systems to ensure that audits by the statutory auditors
are performed effectively
(1) If something is discovered that is likely to cause
significant damage to the Group, if a violation of a law or
the Articles of Incorporation occurs, or if business is
executed illegally, the Company’s directors and
employees must immediately report it to the statutory
auditors.
(2) If something is discovered that is likely to cause
significant damage to the Group, if a violation of a law or
the Articles of Incorporation occurs, or if business is
executed illegally, the directors, auditors and employees
of a Group company must immediately report it to the
Company’s officer with responsibility at the Group
company, and the officer with responsibility must
immediately report it to the company’s statutory auditor.
(3) If a Group company’s directors, auditors and employees
determine that a management action or guidance from
the Company may violate the law or create a
compliance issue, they must report it to the Company’s
statutory auditor.
(4) The Group’s directors and employees provide the
required reports and information in response to requests
from the Company’s statutory auditor.
(5) The Company’s Internal Audit Department periodically
reports the results of Group audits to the Company’s
statutory auditor.
(6) The Whistleblower Hotline Secretariat reports the status
of whistleblower reports and measures taken to the
Company’s statutory auditor.
(7) The Group ensures that people who have made a report
to the Company’s statutory auditor are not penalized.
(8) The Company promptly processes any requests it
receives for the prepayment or refund of expenses
arising from the performance of duties by the
Company’s statutory auditor.
(9) The Company’s statutory auditors can attend any
important internal meeting of the Company.
(10) Important Group approval documents s are reported to
the Company’s statutory auditors after approval.