吃瓜大赛黑料头条

Rules for Preparing Necessary Systems for Ensuring the Suitability in the Performance of Duties by Corporate Officers

• Article 1
  The purpose of these Rules is to establish items necessary for establishment and operation of a system for ensuring that execution of duties at ENW by Corporate Officers of the Company is in accordance with laws and the Articles of Incorporation, and to establish other systems necessary to maintain the suitability of operations, in accordance with the Companies Act Article 416 Section 1 Part 1 Subparagraph e), as well as the Ordinance for Enforcement of the Companies Act Article 112 Section 2.

  • 2
    In these Rules, “ENW” means a group of corporate entities, consisting of the Company and the subsidiaries and affiliates of the Company. “ENW Entity” means each entity within ENW; “Corporate Officer in Charge of ENW Entities” means a Corporate Officer who has been appointed by the Representative Corporate Officer and CEO of the Company to oversee*1, supervise*2 and manage*3 each ENW Entity other than the Company; and “Officers of ENW Entities, who execute business operations” shall mean Corporate Officers of the Company and directors of the ENW Entities other than the Company.
    

    ^*1 “oversee” shall mean having the general oversight responsibility as the head of the reporting line.
    ^*2 “supervise” shall mean having supervision of the relevant organization or business not as the head of the reporting line.

    ^*3 “manage” shall mean having a grasp of the situation by receiving report(s) from the relevant business or organization.

• Article 2
  The Board of Directors of the Company receives reports, regarding establishment and operation of the systems set forth in these Rules, from the Corporate Officers or the Audit Committee of the Company in order to supervise the performance of duties of the Corporate Officers pursuant to these Rules.

  • 2
    The Representative Corporate Officer and CEO of the Company shall assign the particular duties set forth in these Rules to a Corporate Officer of the Company who will be responsible for such assigned duties.

  • 3
    The Corporate Officer of the Company shall perform such duties that have been assigned to him/her in compliance with these Rules and provide reports, regarding establishment and operation of the systems set forth in these Rules, to the Board of Directors and the Audit Committee of the Company.

• Article 3
  The Representative Corporate Officer and CEO of the Company shall appoint a Corporate Officer, from among the Corporate Officers of the Company, who shall supervise ENW with respect to and be in charge of storage and management of information related to the performance of duties of Corporate Officers of the Company, and shall have such Corporate Officer establish a system and necessary rules on storage and management of information.

  • 2
    The Corporate Officer of the Company, who has been appointed pursuant to the previous section, shall establish and operate the storage and management rules for prepared information, and report the status thereof to the Board of Directors and the Audit Committee of the Company.

• Article 4
  The Corporate Officers of the Company shall be responsible for managing risk of loss in ENW in his or her area of assignment. A Corporate Officer in Charge of ENW Entities shall establish and operate a management system of risk of loss in ENW depending on the type, size, significance and other aspects of businesses of ENW Entities which he/she has been assigned to oversee, supervise and manage.

  • 2
    With respect to management of risks of loss that may possibly result in significant loss to ENW, the Representative Corporate Officer and CEO of the Company shall appoint a Corporate Officer, from among the Corporate Officers of the Company, for each area of risk of loss (financial, legal, environmental, disaster, product quality and adverse effect, etc.), and such appointed Corporate Officer shall establish and operate rules, etc. regarding the risk.
  • 3
    The Corporate Officers, who have been assigned to be in charge of promoting establishment and operation of an internal control system set forth in Article 6, shall establish and promote the operation of a system for the Corporate Officers and employees of the Company to self-evaluate risks related to their assigned duties.

• Article 5
  The Board of Directors of the Company shall delegate to the Representative Corporate Officer and CEO of the Company decision- making for the performance of the Directors’ duties, excluding those matters to be resolved by the Board of Directors pursuant to the laws, the Articles of Incorporation and the Rules of the Board of Directors.

  • 2
    The Board of Directors of the Company shall appropriately establish division of duties and mutual relationships among the Corporate Officers of the Company.

  • 3
    The Representative Corporate Officer and CEO of the Company shall establish decision-making procedures for important matters at ENW and establish and operate a system under which duties are conducted appropriately and efficiently.

  • 4
    With respect to matters other than those set forth in the previous section, the Corporate Officers of the Company shall establish decision-making procedures for their assigned duties and establish and operate a system so that such duties are conducted appropriately and efficiently.

  • 5
    The Corporate Officer, who has been assigned to be in charge of promoting establishment and operation of the internal control system set forth in Article 6, shall monitor the establishment and operation of the systems pursuant to the previous two sections. The Corporate Officer, who has been assigned to oversee the execution of internal audit, shall audit the establishment and operation of such systems.

• Article 6
  The Representative Corporate Officer and CEO of the Company shall appoint a Corporate Officer, from among the Corporate Officers of the Company, to be in charge of promoting compliance, including the system for ensuring that the execution of duties by Officers of ENW Entities, who execute business operations, and employees of ENW Entities is in accordance with laws and the Articles of Incorporation, and shall establish a department, etc. to support such Corporate Officer in the performance of his or her duties.

  • 2
    The Corporate Officer, who has been assigned to be in charge of promoting compliance, shall establish a Compliance Handbook and a business behavior charter applicable to ENW, clarify norms and behavioral standards so that Officers of ENW Entities, who execute business operations, and employees of ENW Entities take actions in compliance with laws and the Articles of Incorporation, and promote compliance by taking necessary measures such as training of Officers of ENW Entities, who execute business operations, and employees of ENW Entities.

  • 3
    The Corporate Officer, who has been assigned to be in charge of promoting compliance, shall establish and operate a compliance counter as a point of contact for consulting about compliance and reporting of compliance matters both inside and outside the Company to strive for the prevention and early resolution of risks related to compliance, and shall cooperate and perform the foregoing with each Corporate Officer in Charge of ENW Entities, each Officer in charge of compliance at each ENW Entity and the department in charge of compliance with respect to ENW Entities other than the Company.

  • 4
    The Corporate Officer, who has been assigned to be in charge of promoting compliance, shall demonstrate a policy of opposing anti- social forces in the ENW business behavior charter, and shall take necessary measures so that Officers of ENW Entities, who execute business operations, and employees of ENW Entities strictly observe such policy and use their best efforts on a daily basis in their conduct in this regard.

  • 5
    The Representative Corporate Officer and CEO of the Company shall appoint Corporate Officers, from among the Corporate Officers of the Company, to be in charge of promoting establishment and operation of an internal control system and to be in charge of executing internal audits, respectively, and shall establish a department, etc. to support such Corporate Officers in the performance of his or her duties.

  • 6
    The Corporate Officers, who have been assigned to be in charge of promoting establishment and operation of an internal control system, shall establish policies regarding internal controls applicable to ENW, and shall have Corporate Officers and employees of the Company develop a deeper understanding for internal controls by taking necessary measures such as training, and shall promote the establishment and operation of an internal control system, and shall cooperate and perform the foregoing with each Corporate Officer in Charge of ENW Entities, each Officer in charge of internal control at each ENW Entity and the department in charge of internal control with respect to ENW Entities other than the Company.

  • 7
    The Corporate Officers, who have been assigned to be in charge of executing internal audits, shall establish rules for internal audits applicable to ENW, devise a plan for internal audits, and execute appropriate and efficient internal audits, and shall have each Corporate Officer in Charge of ENW Entities, each Officer in charge of internal audit at each ENW Entity and the department in charge of internal audit to perform the audit of each ENW Entities and receive reports with respect to ENW Entities other than the Company.

  • 8
    With respect to professional fields, the Representative Corporate Officer and CEO of the Company shall appoint a Corporate Officer, from among the Corporate Officers of the Company, to be in charge, as necessary, of ensuring compliance with laws and the Articles of Incorporation in such field, and shall establish a department, etc. to support such Corporate Officer in the performance of his or her duties.

• Article 7
  The Corporate Officer in Charge of ENW Entities shall establish a system under which the Company receives reports from ENW Entities about managerial important matters and matters set forth in Articles 4, 5 and 6 of these Rules depending on the type, size, significance and other aspects of businesses of ENW Entities, with respect for the autonomy and the independency of ENW Entities which the Corporate Officer has been assigned to oversee, supervise and manage.

  • 2
    The Corporate Officer in Charge of ENW Entities shall report important matters out of the report received from ENW Entities to the Board of Directors and the Audit Committee of the Company.

• Article 8
  The Representative Corporate Officer and CEO of the Company shall take measures to familiarize the Officers and employees of ENW Entities with the content of these Rules.

• Article 9
  These Rules may be revised only by resolution by the Board of Directors.

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Supplementary Provisions

• Article 1
  These rules shall come into effect April 27, 2006.
• Article 2
  These rules shall come into effect on June 20, 2014.
• Article 3
  These rules shall come into effect on May 1, 2015.
• Article 4
  These rules shall come into effect on June 21, 2017.
• Article 5
  These rules shall come into effect on June 19, 2020.
• Article 6
  These rules shall take effect on June 18, 2021.