- Directors shall comply with the "AVANT Code of Conduct," practice the "AVANT Values," and properly execute their duties in accordance with laws, the Articles of Incorporation, the Board of Directors' Regulations, and other internal regulations.
- In executing business operations, directors make decisions after comprehensive review at meetings of the Board of Directors and various cross-organizational meetings.
- The CRM managers of each Group company, appointed by the CRM Committee Chairman, shall deliberate and review important issues and responses concerning corporate ethics, compliance and risk management at the CRM Committee, and promptly report to the Board of Directors.
- A reporting system for violations of laws and regulations and other legally questionable acts, etc., shall be established and operated with legal counsel and directors who are members of the Audit and Supervisory Committee serving as contact points.
- Under the audit policy determined by the Audit Committee, Audit Committee members audit the execution of duties by directors by attending meetings of the Board of Directors and other important meetings and by investigating the status of business execution.
- The Company's Board of Directors basically meets once a month on a regular basis, and as necessary, the Board of Directors meets as needed to make decisions and promptly execute operations, as well as to supervise the status of important management decisions and business execution by the directors.
- Various meetings and committees, of which directors are in charge or members, deliberate and decide on business execution within the scope of their authority.
- Promote decentralization of management through organization based on management policies and business plans.
- In order to clarify management responsibility and respond to changes in the business environment, the term of office of directors is set at one year.
Information related to the execution of duties by directors shall be properly stored and managed by the department in charge in accordance with laws and regulations, the Board of Directors Regulations, Document Management Regulations, and other related regulations.
- We will implement a rolling forecasting management cycle to monitor the progress of business performance and expense management, in accordance with the business environment, in order to properly manage operations and funds and to prevent risks.
- We manage risks related to compliance, information assets, and other business matters by preparing and disseminating necessary rules, manuals, etc.
- In addition, the CRM Committee will strengthen the management and response to ensure compliance.
- In addition, the Information Security Committee will strengthen the management of and response to the management of information assets.
- We shall consult with and receive advice and guidance from third parties with expertise, such as lawyers, accounting auditors, tax accountants, etc., as necessary in the performance of our business.
- Employees shall comply with the "AVANT Code of Conduct," practice the "AVANT Values," and perform their duties in accordance with laws, the Articles of Incorporation, and internal regulations.
- In order to raise employees' awareness of compliance and promote socially responsible behavior, the Company will promote the development of internal rules and regulations and conduct internal audits under the direction of the President.
- When an employee becomes aware of a violation of laws and regulations, the Articles of Incorporation or internal rules, or an act contrary to socially accepted norms, the employee shall report or consult with the Internal Reporting Desk.
- In the event that a member of the Audit Committee expresses an opinion or request for improvement regarding the employee compliance system or the whistle-blowing system, the Director shall promptly respond or make improvements at the CRM Committee.
- Our subsidiaries shall comply with our management policy and the "AVANT Code of Conduct" and share the practice of "AVANT Value" to contribute to the enhancement of the Group's corporate value.
- While respecting the autonomy of its subsidiaries, the Company will support the development and improvement of internal control systems and promote them in cooperation with its subsidiaries.
- The Company's subsidiaries have entered into a management guidance and business management agreement, under which the Company receives reports on important matters related to the execution of duties by directors and others. The board of directors of our subsidiary makes decisions on important matters, but the rules and operations for (a) investment including office contracts, (b) personnel matters, and (c) finance including capital policy are subject to approval from the holding company, Avant.
- The Company's subsidiaries hold regular monthly meetings of the Board of Directors as a basic rule and hold meetings as needed for decision-making and prompt business execution, with the Company's Group General Affairs Department confirming the status of the meetings.
- As part of the establishment of the Group's overall compliance system, employees of the Company's subsidiaries are required to report or consult with the internal reporting system office when they become aware of any violation of laws, the Articles of Incorporation, internal rules, or any act that is contrary to socially accepted norms.
- The CRM Committee will provide support for violations of laws and regulations and other compliance-related issues at subsidiaries.
- With respect to the progress of business performance of our subsidiaries and thorough management of expenses, we will implement risk prevention through appropriate management of operations and funds and reporting to the Company by monitoring the status of business performance through rolling forecast management in accordance with the budget management rules and in a cycle that corresponds to the business environment.
- The Internal Audit Group of the Group Risk Management Office conducts periodic internal audits of the appropriateness of the operations of the Company's subsidiaries, and reports the results to the Company's Directors and Audit Committee for necessary control.
Under the direction of the Board of Directors, the Company shall establish a maintenance and operation system to ensure the legality and appropriateness of financial reporting, and shall periodically conduct self-assessments and independent evaluations of internal control over financial reporting, as well as have the system audited by an accounting auditor.
In the "AVANT Code of Conduct," we declare the elimination of antisocial forces and the prohibition of antisocial activities. Our basic policy is to have no relationship with antisocial forces that threaten the safety and order of society and the sound activities of companies, and not to accept any unreasonable or illegal demands.
In addition to appointing a person in charge of preventing improper demands and making efforts to collect information and check business partners on a routine basis, the Company will take prompt action in an organized manner by maintaining close contact with relevant administrative agencies, lawyers, and other experts when a case arises.
The Company does not have employees to assist the duties of directors who are members of the Audit Committee, but the Board of Directors may appoint and assign such employees upon consultation with and at the request of a director who is a member of the Audit Committee.
During the period designated by the director who is a member of the Audit Committee to provide assistance, the right to direct and order employees appointed to assist the duties of the director who is a member of the Audit Committee shall be transferred to the director who is a member of the Audit Committee, thereby ensuring independence from the director. The evaluation of such employees shall be made after hearing the opinions of the directors who are members of the Audit Committee.
Directors who are Audit Committee members attend meetings of the Board of Directors, as well as Management Committee meetings, where they receive reports on the status of business operations, and are able to attend other meetings and committee meetings or read the minutes thereof as necessary.
Directors who are members of the Audit Committee may request reports on business and operations from Directors and employees on a regular or ad hoc basis.
In accordance with the whistleblower protection provisions set forth in the Compliance Hotline Handling Procedure in the Supplementary Rules to the Compliance Risk Management Regulations established by the Company, the Company stipulates and enforces that whistleblowers will not be treated unfavorably.
When a director who is a member of the Audit Committee requests advance payment or reimbursement of expenses incurred in the performance of his/her duties, the Company shall promptly dispose of such expenses or obligations, except in cases where such expenses or obligations are deemed not necessary for the performance of the duties of the said director who is a member of the Audit Committee.
The system is designed to enable directors who are members of the Audit Committee to hold meetings with the President and Representative Director to communicate and exchange opinions.
The Company also exchanges opinions and information with accounting auditors and internal auditors, and in cooperation with them, the Company has a system that enables it to request investigations and reports as necessary.
With regard to the above-mentioned system to ensure the appropriateness of business operations, the Company has continuously investigated the status of the development and operation of the internal control system since the system was first established, and reports the results of the investigation to the Board of Directors. In addition, corrective measures are being taken for problems identified as a result of the investigation, and efforts are being made to establish and operate a more appropriate internal control system.