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Internal Control

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Pursuant to the Companies Act and the enforcement regulations thereto, we have established the following systems (hereinafter "internal controls") to ensure the propriety of Company business operations.

1. System for ensuring that Company Directors and employees and the Directors and other officers and employees of Company subsidiaries carry out their duties in compliance with laws and regulations and the articles of incorporation

In the event that a section in charge of internal auditing at the Company or a Company subsidiary has identified a suspected violation of laws, regulations, or the articles of incorporation, misconduct, etc., the section shall report the matter to the President and recommend that appropriate action be taken as necessary following deliberations by the Board of Directors.

Sections in charge of internal auditing are responsible for establishing rules and procedures necessary for internal audits and related matters at the Company and at Company subsidiaries.

The Company has maintained a resolute stance on countering anti-social forces and groups that threaten order and safety of society. It has established internal systems to eliminate any and all transaction relationships and refrain from any and all other interaction with anti-social forces and groups.

2. System for retaining and managing information related to the execution of duties by Company directors

The Company stipulates retention periods and the sections in charge of retention for each type of document (or electromagnetic media) and makes them available for viewing as requested by Directors in accordance with the Regulations Governing the Handling of Documentation.

The regulations stipulate clearly that documents may be viewed upon request by Directors.

3. Rules and other systems for managing risks of loss to the Company and its subsidiaries

The Company has established rules for managing risks of loss. These rules assign sections responsible for each risk category. A risk management system has been established accordingly. The Group CRO is responsible for taking appropriate action to build appropriate risk management systems related to business operations and for reporting on the results to the Company's Board of Directors.

The Group CRO is tasked with monitoring the status of risk management at Company subsidiaries and reporting periodically to the Company Board of Directors.

4. System for ensuring that Company Directors and the Directors and other officers of Company subsidiaries discharge their duties effectively

Executives in charge of business execution at the Company and its subsidiaries decide on efficient methods for achieving the policies specified in the Company's Medium-term Business Plan. The Company Board of Directors receives regular reports on the financial standing and business results of the Company and its subsidiaries. Depending on the situation, plans may be revised on a half-year basis in addition to promoting improvement measures as needed to achieve targets.

5. System for reporting to the Company on matters related to the execution of duties by Directors and other officers of Company subsidiaries and other systems for ensuring proper business operations in the Group consisting of the Company and its subsidiaries

The sections in charge of business management at Company subsidiaries implement measures to make internal controls more effective and provide guidance and support to subsidiaries, as necessary.

Group company management regulations have been established that require subsidiaries to report to the Company regularly on the status of their profits and assets and other important information. The approval of, or reporting to, the Company Board of Directors and Management Conference is required for some matters related to Company subsidiaries. General meetings and meetings of the Management Conference are held to disseminate information on policies related to Group management and share information on important matters.

6. Matters concerning employees who assist in the duties of the Company Audit & Supervisory Committee

The Company has established an Audit & Supervisory Committee Office staffed by one or more full-time employees charged to assist with audit duties.

The Audit & Supervisory Committee shall be consulted prior to any personnel transfers, personnel evaluations, or disciplinary action concerning employees who assist in the Committee's duties.

Employees who assist in the duties of the Audit & Supervisory Committee shall not work concurrently as employees of other sections and shall follow the instructions and orders of the Audit & Supervisory Committee.

7. System for reporting to the Company's Audit & Supervisory Committee

The Company has established a system whereby officers and employees of the Company and its subsidiaries promptly report to the Audit & Supervisory Committee on matters as provided in laws and regulations and on the following matters that may materially affect the Company and its subsidiaries:

  1. Matters posing the risk of serious harm to the Company and/or its subsidiaries
  2. Important matters related to the status of the implementation of internal audits and risk management
  3. Other important compliance-related matters

Officers and employees of the Company and its subsidiaries who have made reports to the Company Audit & Supervisory Committee shall not be subjected to disadvantageous treatment in connection with such reports.

8. Other systems for ensuring the efficacy of audits and other activities by the Company Audit & Supervisory Committee

Members of the Audit & Supervisory Committee shall attend meetings of other important bodies in addition to that of the Board of Directors or review minutes of such meetings and similar materials to monitor important decision-making processes and the status of business execution. As necessary, they shall request explanations from Directors who are not Audit & Supervisory Committee members or from employees.

In addition, opportunities shall be provided at least once a year to conduct individual interviews with Directors who are not Audit & Supervisory Committee members and with executive officers and key employees. Discussions with the Representative Director, Group CEO and the audit firm shall occur at regular intervals.

Further, regular meetings of the Board of Group Auditors shall be held to strengthen audits at Company subsidiaries through the exchange of information, seminars, and other audit-related activities.

Should Audit & Supervisory Committee members ask the Company to advance expenses or other costs incurred in the performance of their duties pursuant to Article 399-2, Paragraph 4 of the Companies Act, the Company shall consult with the section in charge and promptly process such expenses or obligations, unless they are deemed not necessary to the performance of the Audit & Supervisory Committee members' duties.

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