Corporate governance

A system to ensure that the execution of duties by directors and employees conforms to laws and regulations and the Articles of Incorporation

1. Compliance system
   Establish company-wide management systems, preventive, corrective, and improvement measures, whistleblowing systems, etc. in internal regulations, etc., and ensure that they are thoroughly understood and operated. Realize a compliance system.In addition, we shall act in accordance with the "Compliance Manual" established as a code of conduct.
2. Financial reporting system
   Establishment of a person in charge for each corporate organizational unit, establishment of procedures for preparing financial statements that comply with laws and accounting standards, etc., in internal regulations, etc., and making them well known and thoroughly implemented, and ensuring appropriate and timely disclosure of financial information in the Tenma Group. shall be ensured.
3. Audit and monitoring system
   The Internal Audit Department conducts internal audits of the entire Tenma Group and reports the results to the Board of Directors and the Audit and Supervisory Committee.

Regulations and other systems for managing the risk of loss

We have established internal rules concerning basic matters of risk management, and with the aim of spreading awareness of risk management, preventing risks from materializing, and contributing to early detection of various risks surrounding our business, we will disseminate the rules. The Tenma Group will appropriately control the risks associated with the execution of duties by thoroughly operating and promoting the development of the necessary risk management system according to the business content and scale.

System to ensure efficient execution of duties by directors

1. The Board of Directors sets management policies and targets for the Tenma Group, formulates management plans to achieve them, and strives for efficient execution of duties through the execution of those plans.
2. In principle, regular meetings of the Board of Directors are held at least once a month, and extraordinary meetings are held as necessary to make decisions on important management matters, speed up management decision-making, and strengthen supervisory functions.
3. In order to ensure the appropriate and efficient execution of duties, internal regulations concerning organizational structure, division of duties, and administrative authority shall be established, thoroughly disseminated and enforced, and similar internal regulations shall be applied to subsidiaries according to their business content and scale. Efficient execution of duties shall be ensured by developing and promoting

System for storing and managing information related to the execution of duties by directors

Documents and other information related to the execution of their duties shall be stored and managed appropriately by a designated department in accordance with laws and internal regulations, and shall be accessible at all times.

System for reporting to the Company matters related to the execution of duties by directors and employees of subsidiaries

Establish internal regulations regarding subsidiary management, and establish a system that requires prior consent or reporting from the Company regarding important matters related to the management of subsidiaries.

Matters concerning employees who assist the duties of the Audit and Supervisory Committee, the independence of such assistants from directors (excluding directors who are Audit and Supervisory Committee members), and the effectiveness of instructions from the Audit and Supervisory Committee to such assistants Matters concerning securing

The Audit and Supervisory Committee may appoint members of the General Affairs Department as assistants, and the appointed assistants shall follow the instructions and orders of the Audit and Supervisory Committee regarding the duties of the Audit and Supervisory Committee, (excluding directors who are members of the committee), and shall not be subject to orders from the heads of each department.
The opinion of the Audit and Supervisory Committee shall be respected and decisions shall be made regarding personnel transfers and personnel evaluations of auxiliary employees.

System for reporting to the Audit and Supervisory Committee by directors and employees

1. Directors and employees shall promptly report when requested by the Audit and Supervisory Committee or an Audit and Supervisory Committee member appointed by the Audit and Supervisory Committee regarding matters related to the execution of their duties.
2. In addition to matters stipulated by laws and regulations, directors and employees may report to the Audit and Supervisory Committee or to an Audit and Supervisory Committee member designated by the Audit and Supervisory Committee if they learn of information that may have a significant impact on the business or financial situation. promptly report to
3. Directors and employees who have reported to the Audit and Supervisory Committee are protected in the same way as users of the whistleblowing contact point in the Whistleblowing Regulations so that they will not be treated unfavorably for the reason of such reporting. shall take action.

System for reporting to the Audit and Supervisory Committee by directors, employees, etc. of subsidiaries or persons who receive reports from these persons

1. Directors and employees of subsidiaries, or persons who have received reports from these persons, when requested by the Audit and Supervisory Committee or an Audit and Supervisory Committee member appointed by the Audit and Supervisory Committee to report on matters related to the execution of their duties, Report promptly.
2. Directors and employees of subsidiaries, or persons who have received reports from such persons, should receive information that could have a significant impact on the business or financial situation, and should Promptly report to the Audit and Supervisory Committee.
3. Use of the whistleblower contact point of the "Whistleblowing Regulations" so that the directors, employees, etc. who reported to the Audit and Supervisory Committee, or those persons, will not be treated unfavorably for the reason of such reporting. shall take the same protective measures as those for other persons.

Prepaid or reimbursement procedures for expenses incurred in the execution of duties by Audit and Supervisory Committee members and other matters related to policies related to the processing of expenses or debts incurred in the execution of such duties.

When an Audit and Supervisory Committee member requests advance payment or reimbursement of expenses necessary for the execution of their duties, the Company shall handle such expenses or debts.

Other systems to ensure that audits by the Audit and Supervisory Committee are carried out effectively

The Audit and Supervisory Committee members shall communicate with the relevant internal departments, including the president, and the accounting auditor, etc., as needed, collect information and conduct investigations, and the relevant departments shall cooperate with them.