FUTABA INDUSTRIAL CO.,LTD.

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About Futaba

Company motto & Management principle

Basic Policies for Internal Control

Futaba's basic stance on the internal control is that the Directors themselves take the initiative in setting the example by complying with the laws/regulations and the corporate ethics to have the employees also comply with them through actions and words of the Directors in order to perform the business operations properly. For executing the business operations, Futaba's Directors integrate a mechanism for problem finding and improvement into the business execution process, and also work hard to develop human resources and the organization to implement the mechanism.

  1. Structure for ensuring that the execution of the Directors' duties complies with the laws/regulations and the articles of incorporation
    1. The "Corporate Charter", the "Behavior Charter", and the "Compliance Manual" are stipulated so that the Directors can share the corporate stance which complies with the laws/regulations and the articles of incorporation, and also the Directors are encouraged to act in accordance with the laws/regulations, the articles of incorporation, or the like in events such as the Director Training.
    2. For business execution, decision making is conducted after comprehensive examination in the board meeting or various cross-sectional and functional meeting bodies.
    3. In the course of decision making including the board meeting and the management conference, the Directors exchange their opinions closely without confining themselves to their respective fields so that a meeting functions substantially. The Directors make proper decisions under an environment enabling positive, active and open information exchanges where participants can advice each other.
  2. Structure for storing and managing the information related to the execution of the Directors' duties

    All the documents and information (including electromagnetic records) related to the execution of the Directors' duties, such as the board meeting minute and the management conference minute, are stored and maintained appropriately by the responsible dept. or div. in accordance with the related rules and laws/regulations.

  3. Structure for the rules related to the management of risk of losses, and others
    1. The funds are managed appropriately by the budget system or the like, and the business operations are executed in accordance with the cross-sectional check by the Ringi system. Any important matters are brought for discussion properly based on the rules that stipulate the standards for bringing a matter to the board meeting or others for discussion.
    2. An approach to ensure proper financial reports by documentation of the fund flow and the management structure or others is taken and appropriate information disclosure is ensured in a timely manner.
    3. The risk management committee is established to prevent any risk from occurring and an effort is made to minimize possible risks.
    4. To prepare for occurrence of a disaster or the like, risk distribution measures, insurance, and others are provided if necessary as well as the manuals and trainings.
  4. Structure for ensuring efficient execution of the Directors' duties
    1. The policies are concretized in each level of the organization in accordance with the mid-term management policies and annual corporate policies for the consistent policy management.
    2. The operations, roles, and responsibilities of each dept. or div. in accordance with the Organization and Business Activity Segregation Rules and the Duty Authority Rules, and also an effort is made to ensure the efficiency of the Directors' duties by delegating the business execution authority to the Executive Officer and the General Managers responsible for function to achieve flexible and swift decision making.
  5. Structure for ensuring that the execution of the employees' duties complies with the laws/regulations and the articles of incorporation
    1. The "Corporate Charter", the "Behavior Charter", and the "Compliance Manual" are stipulated so that all employees are encouraged to act in accordance with the laws/regulations, the articles of incorporation, or the like in events such as the layer-specific training.
    2. The actual business operations of individual depts. and divs. are understood, verified, and evaluated and the internal audit system for ensuring the propriety of them is established. The "Internal Audit Office" that is independent from each dept. or div. conducts the audit and reports the results to the board meeting as needed.
    3. A structure to prevent a violation of compliance is organized by establishing the "corporate help line" as an internal whistleblowing system where the Internal Audit Office and the law firm display the self-purification effect as a contact on consultation and report.
  6. Structure for ensuring the propriety of the business operations in the corporate group
    1. To ensure the propriety of the business operations of the subsidiaries, the information collectionand provision of the subsidiaries are more enhanced by instructions and checks by assignment of Futaba's qualified Director to a part-time Director of a subsidiary, for example.
    2. Meetings with subsidiaries are held periodically to make a closer relationship by means of opinion and information exchanges to check the propriety and the legality of the business operations of the subsidiaries.
    3. The auditor liaison meeting is held periodically between Futaba and the subsidiaries to share the information and resolve the problems quickly.
  7. Matter related to employees when the Auditors request to have such employees who support the Auditors' duties

    Employees who support the Auditors' duties are assigned.

  8. Matter related to independency of the employees described in the previous paragraph from the Directors

    The Auditors ensure the independency of the employees who support the Auditors' duties in relation to the personnel affairs and the organization by a prior consent.

  9. Structure for reporting of the Directors and employees to the Auditors and structure related to other reports to the Auditors

    The Directors and employees report the important matters related to the internal audit results, the internal whistleblowing information, and the risk management in addition to the statutory matters upon the request from the Auditors. If they find a fact that may cause severe damage to Futaba, they report it to the Auditors immediately.

  10. Other structures for ensuring that the audit by the Auditors is conducted effectively
    1. The structure that enables the Auditors to understand the business conditions as needed by attending the board meeting, the management conference, and other important meetings, by viewing important documents, and by other means is ensured.
    2. The structure is ensured where the Auditors periodically exchange their opinions with the Representative Director, the Accounting Auditors, and internal audit depts. and divs.

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