Corporate Governance

Internal Control System

Basic Policy on the Internal Control System

MISUMI Group Inc.’s Board of Directors agreed on “Basic Policy on the Internal Control System” at the Board of Directors’ meeting held on May 14, 2015, on the basis of the Companies Act Article 362, Paragraph 4(6) and the Ordinance for Enforcement of the Companies Act Article 100, Paragraph 1 and 3.The decisions are as follows.

  • ①Systems for the retention and management of information concerning the execution of Directors’ duties
    • Minutes for meetings of the Board of Directors, the Group Officers’ Committee and other important meetings will be compiled and retained appropriately, as stipulated by laws, regulations and rules.
  • ②Rules and other systems pertaining to management of risks that could cause losses to the Company or its subsidiaries
    • Various regulations, internal rules, manuals, and risk management systems will be formulated to address risks faced by MISUMI Group Inc. and its subsidiaries (hereinafter referred to collectively as the “MISUMI Group”), including risks relating to regulatory compliance, the environment, information, export controls and natural disasters.
    • Task forces will be established to take timely action and report to the Board of Directors in the event of unforeseen contingencies affecting the MISUMI Group.
  • ③Systems to ensure the efficient execution of duties by Directors of the Company and its subsidiaries
    • Management plans will be subject to final approval by the Board of Directors, and progress on such plans will be monitored at monthly meetings of the Group Officers’ Committee.
    • Important issues identified through the monitoring of progress on management plans, or through other processes, will be discussed at meetings of the Board of Directors or the Group Officers’ Committee, etc.
    • At its monthly meetings, the Board of Directors will hear reports, monitor business results, and provide advice and guidance on important matters.
  • ④Systems to ensure that the duties of Directors and employees of the Company and its subsidiaries are performed in accordance with laws, regulations and the Articles of Incorporation
    • Directors and employees of the MISUMI Group will ensure observance of the MISUMI Group Code of Conduct and compliance with laws, regulations, and the Company’s Articles of Incorporation.
    • Systems has been established to ensure that duties are carried out appropriately in accordance with the occupational authority rules and other decision-making rules of the MISUMI Group.
    • An internal reporting (“whistleblowing”) system has been established for the entire MISUMI Group to ensure the early discovery of actual or suspected violations of laws, regulations and/or internal rules. Steps will be taken to guarantee that whistleblowers will not be disadvantaged.
  • ⑤Systems for ensuring that the business operations of the Company and the subsidiaries that make up the Group are conducted appropriately, including systems for reporting to the Company on the execution of duties by the subsidiaries’ directors, etc.
    • MISUMI Group Inc. will require each subsidiary to submit a monthly report concerning its business execution and operations.
    • MISUMI Group Inc will ensure the appropriateness of the business operations of each subsidiary by obtaining business reports and monitoring progress on management plans at Group Officers’ Committee meetings.
    • The business operations of each subsidiary will be audited regularly by the Internal Audit Department.
    • Provisions will be included in the MISUMI Group Code of Conduct requiring the repudiation of relationships with antisocial forces, and resolute opposition to such forces by the entire MISUMI Group.
  • ⑥Matters pertaining to employees who assist the Company’s Corporate Auditors
    • Corporate Auditors will be free to appoint audit assistants and will be involved in transfers and evaluations, etc., of audit assistants.
    • When assisting the Corporate Auditors in the performance of their activities, audit assistants will act in accordance with instructions from the Corporate Auditors.
  • ⑦Systems for reporting to the Company's Corporate Auditors
    • The Corporate Auditors will attend important meetings, including meetings of the Board of Directors and the Group Officers’ Committee. Directors and employees will inform the Corporate Auditors immediately of any situation that could have a serious impact on the MISUMI Group, or of the risk that such a situation might arise.
    • Officers and employees of the MISUMI Group will provide accurate reports about the execution of their duties at the request of the Corporate Auditors.
    • The Corporate Auditors will meet regularly with the independent auditor and the Internal Audit Department to share opinions and information. Corporate Auditors will seek reports from the independent auditor whenever necessary.
    • The unit in charge of the internal reporting (“whistleblowing”) system will report on a regular basis to the Corporate Auditors about the status of internal reporting within the MISUMI Group.
    • A guarantee will be provided to the effect that no officer or employee of the MISUMI Group who reports to the Corporate Auditors will be disadvantaged as a result of that action.
  • ⑧Matters pertaining to policies concerning the treatment of costs resulting from the execution of duties by Corporate Auditors of the Company
    • A fixed budget will be provided each year for costs, etc., incurred in the execution of duties by the Corporate Auditors. Any other essential costs incurred by the Corporate Auditors in the execution of their duties will be either paid in advance or settled promptly on request from the Corporate Auditors.

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