Trend Micro 2010 Annual Report Download - page 18

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(4) A system to ensure that execution of operations by directors and employees meet
relevant regulations and the Articles of Incorporation
i) As a basis for the compliance system, a Code of Conduct, Regulations Regarding
Executives, Regulations on Insider Trading, and Personal Information Protection
Regulations shall be established.
A Compliance Security Committee has been established, headed by the Representative Director,
and it shall maintain and improve the Internal Control System.
Each division shall also establish guidelines and training as necessary.
ii) An Internal Control Manager, responsible for the maintenance and promotion of the
Internal Control System, shall be appointed, and members in charge of the Internal
Control System practices headed by the Internal Control Manager shall be appointed
from time to time.
iii) In the event that any director finds a serious breach of law or a significant lapse in
compliance in the Company, he or she shall immediately report it to the Corporate
Auditors, and shall also report it to the board of directors without delay.
iv) Based on the Whistle-blowing Report Procedures, which are regulations establishing
internal notification and reporting systems regarding breaches of law and other
compliance matters, the Human Resources Division and Internal Audit Department
shall be responsible for the operation of said systems. The existence or the non-existence
of relevant facts and their contents shall be gathered and reported to the CEO, CFO, and
Corporate Auditors every quarter by the Internal Auditor. However, when it is deemed
urgent, it shall be reported to them immediately.
v) In the event that any corporate auditor determines that there is a problem with the legal
compliance system and the execution of the Whistle-blowing Report Procedures of the
Company, he or she shall state such opinion, and the establishment of remedial plans
may be required.
(5) A system to ensure appropriate operations of the corporate group consisting of the
Company and its subsidiaries
i) To ensure proper operation of the group companies, the Code of Conduct and Whistle-
blowing Report Procedures shall apply to all group companies in the same way as
applied to the Company. In addition, the Company shall request the corporate group to
establish an organization to identify and manage risks related to the execution of
operations.
As for management control, Affiliated Companies Control Regulations, Finance Control
and Signature Authorization Regulations shall be established, thus enabling
management control of subsidiaries authorized by and reporting to our company.
Management shall also monitor the discussions of the Executive meetings held every
quarter and the periodical budget review process as necessary. .
In the event that any director finds a breach of law or any other important compliance
issues with group companies, he or she shall immediately report it to the Corporate
Auditors and the Board of Directors.
ii) To ensure the reliability of financial reporting by the Company and group companies,
the establishment and operation of internal controls relating to financial reporting shall
be promoted.