The "Systems for Ensuring the Proper Performance of the Company's Business (Basic Policy for Internal Control System)" of the Company is as follows.
1. Systems for ensuring that the performance of the duties of Directors and employees of the Company conforms to laws and regulations and to the Articles of Incorporation
2. Systems for keeping and managing information concerning the fulfillment of the duties of the Company's Directors
The Company properly retains and manages information about the fulfillment of the Directors' duties in accordance with the internal regulations regarding the handling thereof.
3. The Company's regulations for the management of the risk of losses and other systems
The Company establishes risk management regulations as the basis of the risk management system, organizes the Risk Management Committee, and carries out risk management activities in accordance with the said regulations.
4. Systems for ensuring that the duties of the Company's Directors are efficiently fulfilled.
5. Systems for ensuring that the Group conducts its business properly
6. Matters regarding the employee who is to assist the Audit and Supervisory Board Members of the Company, matters regarding the securing of the independence of such employee from Directors of the Company and the effectiveness of instruction given by the Company's Audit and Supervisory Board Members to the employee
7. Systems for reporting to the Audit and Supervisory Board Members of the Company and other systems for ensuring that the audit by the Audit and Supervisory Board Members is conducted effectively
The Group believes compliance is an important management issue. The Company and The Group companies have established compliance regulations. Each company has a compliance manager to ensure compliance with laws and regulations and prevent bribery, corruption, fraud and harassment and they strive to exclude anti-social forces from their activities.
To increase awareness of compliance, the Group continues every year to send company newsletters with compliance topics(available to all employees) and to provide e-learning programs (to all full-time employees and contract employees). To reinforce measures to uncover wrongdoing, the Group conducts surveys to all of the Group's employees (full-time employees, contract employees, and dispatched temporary employees) to identify wrongdoing at an early stage and checks internal controls within each division using a fraud prevention checklist (distributed to division heads).
▼Diagram of compliance promotion structure
The KADOKAWA Group has established a whistleblowing office within a third-party organization as a Group-wide contact point and manages an internal whistleblowing system that considers whistleblower’s protection in compliance with the Whistle-Blower Protection Act which is prescribed under the Japan Law. Whistleblowers can contact the office anonymously or using their real names if they choose to. Either way, the information is strictly protected. The Group handles information appropriately to ensure that no whistleblower or individual is unfairly treated in any way because of their whistleblowing or consulting, including their dismissal or the degradation of their work environment.
After a report is received, the Group will establish an investigation team according to the content of the report. The team will investigate and take corrective action appropriately based on its findings. The Compliance Committee will report to the Board of Directors twice a year.
Whistleblowing office:
1. Web form
https://koueki-tsuhou.com/sLMfZe8Pka9s/en/
2. Email
kadokawa_group_hotline@dmsig.jp.nec.com
3. Telephone
0120-996-206
The whistleblowing office can be contacted by:
・Officers and employees of the Company and group companies (including officers, employees, contract employees, fixed-time employees, part-timers, dispatched temporary employees)
・Retiree
・Business partners
Reportable facts:
Act that is or is suspected to be in violation of laws, regulations, internal rules
(Examples)
・Fraudulent act that causes damage to corporate assets
・Inappropriate relationship with business partner
・Unjust act against subcontractor
・Disclosure/leakage of personal/confidential information to third party
・Fraudulent accounting treatment
・Harassment prohibited by the employment rules
The Group has established a code of conduct relating to anti-social forces, which clearly states that the Group shall not have any relationships with anti-social forces. In practice, the Group takes steps to exclude anti-social forces, including checking transactions before they are conducted to ensure that there is no involvement of any anti-social forces and implementing anti-social forces exclusion provisions in contracts.
The Group has established Risk Management Regulations. Under these regulations, the Group has created the Risk Management Committee. The chairperson of the committee is the President and Member of the Board, and the members are the Chief Officers of the divisions. The executive office is the division responsible for internal control. The committee meets twice a year and reports its activities to the Board of Directors.
To manage risks, each division selects major risks, considering internal factors (management resources, business characteristics, etc.) and external factors (infectious diseases, climate change risk, etc.), and develops measures to address these risks. The division in charge of internal control monitors each division's activities and continually improves activities.
The Group has prepared risk information reporting rules and manuals. If the risk defined in the reporting manuals occurs, it will promptly be reported to management and related divisions. The relevant division will address the risk in a timely and appropriate manner and take steps to prevent recurrence. In addition, the Group has developed a system for initial responses to major risks.
The Company’s Board of Directors discusses or receives reporting from its subsidiaries regarding decision-making conducted by the subsidiaries on important matters in accordance with the Group’s management regulations.
The Company’s Risk Management Committee works to identify and respond to risks facing the Group.
The Company’s Compliance Committee identifies and responds to the Group’s compliance-related issues.