Internal Control

We strive to comply with laws and regulations by ensuring that all officers and employees are fully aware of our basic philosophy, value, Action Guidelines, the CSR Policy and compliance codes.

Specifically, we are strengthening our compliance system by appointing a Risk Compliance Officer for each division under the Risk and Compliance Committee.

We use e-learning to provide all officers and employees with various types of compliance education, including matters related to the prevention of insider trading, information security, prevention of harassment and procurement transactions.

The Group's officers and employees who become aware of potential non-compliance issues should report them to the line manager, and the details should be reported to the Board of Directors and the Audit & Supervisory Committee.

We are developing and expanding our global Whistleblowing System and make the rules for the usage known. In addition, we pursue the prohibition of adverse treatment or retaliation against the whistleblower as well as the protection of the whistleblower.

The Board of Directors of the Company receives regular reports on the execution of duties from the person performing the duties in the Group and confirms that there is no non-compliance in the execution of duties.

The Company conducts an internal audit by the Audit Department in order to confirm the status of business execution in the Group, ensures compliance with laws and regulations and the Articles of Incorporation, etc. and makes improvements in operational efficiency.

In accordance with the Important Document Management Regulations, minutes of general meetings of shareholders, minutes of meetings of the Board of Directors, minutes of meetings of Management Committee and the approval documents, etc., as the Company's important documents and information, are properly stored and managed with a person responsible for the storage and the method of storage specified.

In addition to the Board of Directors Regulations and the Management Committee Regulations, the Company has established the Risk Management Code and has developed a global risk management system.

We have established a risk management process and regularly have a company-wide risk review conducted by the Management Committee. Through this process, we ascertain information on the latest risk status, appoint an officer for each risk, develop measures and countermeasures against risks, and check on the progress thereof.

The Risk and Compliance Committee reports information security incidents and cyber security and confirms the progress of countermeasures, and checks whether any violations of laws or regulations have occurred.

As part of the BCP/BCM initiative, we continuously engage in activities such as developing manuals and conducting BCP drills based on our policies during normal times. During the fiscal year under review, we conducted a drill in anticipation of a large-scale disaster, and reviewed the manual based on the issues raised there.

The Information Security Promotion Office was established to further strengthen the information security system. In addition to promoting the development of information security rules throughout the Group, various information security measures were implemented, including the introduction of multi-factor authentication, information security training for officers, and drills for targeted e-mail attacks.

Directors make important management decisions promptly at the Board of Directors meetings and supervise the execution of duties. In addition, among the agenda presented to the Board of Directors meetings, important management issues are discussed and reviewed in advance by the Management Committee to enhance deliberations. In addition, through the introduction of the executive officer system, the Company endeavors to accelerate business execution.

Specifically, we are improving efficiency in the execution of duties by Directors through the following management, etc.

By clarifying the business model and the business areas of Solution SoC and promoting a business transformation and shift of resources to growth areas, we are focusing on large-scale global business opportunities and development for business expansion and growth.

To enable efficient and quick development, we are promoting visualization of development resources and building a system that enables timely resource assignment.

We have been building and strengthening a structure for execution of duties as a listed company, including enhancement of public relations and investor relations functions and stock-related legal functions. In addition, the ESG Promotion Office was established to promote the construction, execution and disclosure of ESG-related business processes required internally and externally.

In accordance with the Management Committee Regulations and the Socionext Group Approval Authority and the Affiliate Management Regulations, important matters relating to the business activities of the Group are set forth and administered as matters to be approved by and reported to the Management Committee. In addition, presidents of the Group Company make monthly business reports to the Management Committee members, etc.

In the Group Company, the Company o・ツers and employees are assigned to serve as officers of the Group Company to strengthen guidance, support and supervision on the development of operational systems. In addition, we establish the codes applicable to the entire Group Company to strengthen the management system of the Group Company.

The Company establishes a system for the efficient and lawful conduct of the Group's business by establishing the business process fundamentals for the business. In addition, we conduct internal audits of business processes and take corrective actions as necessary, while continuously improving the processes.

The Internal Audit Department conducts internal audits of the Group as a whole to ensure that the Group is performing its duties in accordance with the Socionext Group Approval Authority and the Affiliate Management Regulations and the rules of business processes.

The Company has established an Audit & Supervisory Committee Secretariat to support the duties of the Audit & Supervisory Committee and assigns appropriate personnel.

The Company obtains the consent of the Audit & Supervisory Committee with respect to appointment, transfer and compensation of such personnel assisting with the Audit & Supervisory Committee.

The Audit & Supervisory Committee receives reports on the status of the execution of duties from the CEO and executive officers, etc. on a regular and occasional basis. In addition, the Audit & Supervisory Committee Members attend important meetings such as the Board of Directors, the Management Committee, and meetings for performance reporting, and conduct investigations and interviews with each division and exchange opinions with Directors of the Company.

Officers and employees of the Group immediately report to the Audit && Supervisory Committee of the Company when a risk affecting their management or performance occurs or when they become aware of a fact that constitutes a material breach of compliance with respect to the conduct of their business activities.