Pentax 2012 Annual Report Download - page 38

The Group shall operate this system not only in Japan but also overseas to
ensure the soundness of Group activities.
(3) System for ensuring reliability of financial reporting
The HOYA Group shall establish and manage a system of internal controls for
financial reporting and build a system for evaluating its financial reporting to ensure
the reliability of its financial reporting and valid, appropriate submission of internal
control reports as prescribed in the Financial Instruments and Exchange Act.
ԙ Basic Policy for Eliminating Antisocial Forces
A meeting of the Board of Directors resolved to adopt the following basic policy for
the elimination of antisocial forces.
We shall have no association whatsoever with antisocial forces, and deal with
undue claims made by such forces resolutely as an organization in cooperation with
specialized external agencies.
Basic Policy on Parties that Control Decisions Concerning Corporate Finance
and Business Policies
The Company does not have a specific basic policy in this regard. However, the
Company's basic view is as follows: The Company takes the view that judgment
should ultimately lie with shareholders when an acquisition proposal and the like is
made with the transfer of management control as its objective. No concrete threat
regarding acquisition has emerged so far. The Company has no intention to fix
concrete arrangements (so-called “countermeasures against takeovers”) before the
emergence of any such proposal. The responsibility of management is not to take
unnecessary actions to defend companies from takeovers. As an entity that
operates for the benefit of its shareholders, the Company considers it crucial to
increase the return of profit to shareholders and increase its corporate value by
constantly monitoring transactions of its shares and changes to its shareholders, to
improve its business performance and increase its financial strength with the
greater objective of achieving further growth.
If an acquisition or similar proposal is made, the Company considers it important to
provide the information shareholders require to make a judgment based on an
examination of the proposal made by the proposer. If the Company believes that
the proposal will not increase the corporate value of the Company and benefit the
common interest of its shareholders, it will clearly explain to the shareholders the
reasons that form the background to its position, and try to obtain the understanding
of shareholders.
Business Conduct Guidelines
To achieve the best results from internal control systems, it is essential that all
employees performing duties for an organization work to foster greater awareness.
HOYA has established a set of Business Conduct Guidelines that clarify the guiding
principles under which each employee should perform his or her duties, with
resolute adherence to professional ethics. The Group also conducts a wide range of
employee education activities to foster awareness of regulations and rules.
HOYA Help Line
In 2003 the Company implemented another initiative, the HOYA Help Line, as an
internal reporting and consultation system for the Group. If there is an act that
contravenes the law or the HOYA Business Conduct Guidelines, the HOYA Help
Line is intended to enable early identification of the problem and quick reporting to
top management, while protecting the informer, which enables timely and
appropriate action to be taken on the issue. This system helps to preserve the
integrity of the HOYA Group as a whole. The HOYA Help Line has two types of
points of contact; one is “HHL” a dedicated section within the Company's
headquarters and the other is an outside legal counsel. The system is designed to
preserve anonymity and works to maintain the system’s functional effectiveness. As