1. Compliance System
(1) Performance of Directors' duties
The Company has adopted the executive officer system to clearly distinguish the supervisory function of the Directors from the executive function of the Executive Officers. Under this system, Executive Officers report on the execution of business at the Board of Directors held regularly, thereby ensuring a supervision system for the execution of business. Regarding the execution of important business, the Company has established criteria for submitting matters to the Board of Directors for proper decision-making by the Board. Management Committee consisting of Executive Managing Officers and higher officers, deliberates on important issues affecting the execution of business. After deliberation at Management Committee, some specific issues are put forward to the Board of Directors for further deliberation. The Corporate Auditors attend important meetings such as the Board of Directors and audit the conduct of duties by the Directors and Executive Officers as well as performance of duties by each department and affiliate. The Board of Corporate Auditors, more than half of which is Outside Corporate Auditors, strives to realize systematic audit, form appropriate opinions, and improves the effectiveness of auditing. The Company provides compliance training programs for Directors, Executive Officers and Corporate Auditors to refresh their understanding of compliance and respect for compliance.
(2) Performance of duties by employees
The Company has developed an internal audit system as well as its corporate rules, such as organizational rules and working rules in order to ensure that its employees diligently and properly perform their duties in accordance with the Company's well-defined chain of command. Regarding matters of specific importance, several committees have been set up to conduct studies and deliberations, and offer guidance and training for the prevention of illegal acts. The Company has compiled a compliance manual for its employees and provides compliance training programs to foster a deeper understanding of compliance and respect for compliance.
(3) Committee System
With regard to compliance in particularly important areas, we have set up individual committees in a cross-sectional manner. These committees conduct deliberations and studies, and offer guidance and training activities in all of the various specialized issues involved. Moreover, each business division carries out administration tailored to their respective needs. The committees include the followings:
- 1.Anti-Monopoly Law Observance Committee
For the compliance with the Anti-Monopoly Law, the Company established the Anti-Monopoly Law Observance Program and Subcontract Trade Manual. To ensure the effectiveness of these means, the Company has established the Anti-Monopoly Law Observance Promotion Rules, set up the Anti-Monopoly Law Observance Committee and been conducting relevant activities. - 2.Security Trade Control Committee
The Company established the Security Trade Control Program adopting a basic policy that it shall not export goods or offer technologies prohibited by laws and regulations concerning exports, such as the Act on Foreign Exchange and Foreign Trade Control. With the aim of ensuring the effectiveness of this program, the Company has established the Security Trade Control Committee Rules, set up the Security Trade Control Committee and been conducting relevant activities. - 3.Product Safety Committee
The Company has established Product Liability Prevention Rules to eliminate defects and to prevent product liability that may arise out of damage resulting from product defects and set up Product Safety Committee in line with Product Safety Committee Rules to examine, from the view point that product safety is one of the highest priority issues, all the production processes including new product development, production, sales, customer service and disposal and to decide measures promptly and appropriately for matters relating to the Product Liability Act. - 4.Environment Safety Promotion Committee
The Company established the Environment/Security Management Rules in order to contribute to environmental protection, security, and disaster prevention by improving the Company management pertaining to environmental issues and security. It also established the Environment/Safety Audit Rules, which set forth requirements pertaining to audit such as the scope of audit, selection of auditors, workplaces to be audited and audit procedures to inspect how the Company's responsible care activities are conducted. The Environment Safety Promotion Committee established on the basis of the Environment Safety Promotion Committee Rules deliberates all aspects of the entire life cycle of products from development to disposal to ensure fulfillment of environmental, safety and health requirements in accordance with the Company's management policy for "Responsible Care" activities. In this way, we promote corporate-wide "Responsible Care" activities. - 5.Factory Safety and Health Committee and Worksite Safety and Health Committees
The Company developed the Safety and Health Management Rules in order to prevent industrial accidents and health impairment of employees. More specifically, its purpose is to ensure the safety and health of the employees in the worksite in a cooperative effort between employee and employer to facilitate the formation of a comfortable work environment. The Company also established the Factory Safety and Health Committee Rules and Worksite Safety and Health Committee Rules on the basis of the Safety and Health Management Rules. Activities are led by the Factory Safety and Health Committee and Worksite Safety and Health Committees set up at each factory.
(4) Establishment of code of conduct
The Company has established the Central Glass Group Code of Conduct to demonstrate our commitment to sincere corporate activities for all our stakeholders including society, trading partners, related organizations, employees, clients and consumers. The Company has been endeavoring to enhance awareness and compliance of the Code of Conduct across the Company's and its group company's employees.
[Central Glass Group's Code of Conduct]
We, Central Glass group will:
- 1.Aim to be a sincere corporate citizen.
Aim to act with good social sense recognizing with respect, domestic and overseas laws as a basis for our actions and also aim to be a sincere corporate citizen trusted by society through our corporate activities. - 2.Promote fair, transparent and free competition.
Make it a principle to conduct fair, transparent and free competition in regard to every business activity and maintain sincere and moderate relationships with business connections and relevant organizations. - 3.Recognize the respect for people as a basis for our actions and prohibit discriminatory treatment.
Respect the variety of attributes of each individual and treat all individuals fairly and equally. - 4.Ensure the satisfaction and trust of clients and consumers.
Provide good quality products and services in every business area with which clients and consumers can feel safe, and also proceed with continuous improvement. - 5.Contribute to maintaining a healthy and wealthy society.
Ensure safety, disaster prevention and environmental conservation and conduct corporate activities that coexist with the global environment. - 6.Prohibit taking part in any illegal or unreasonable conduct with fortitude.
Have no contact with antisocial forces and groups that threaten the order and safety of a civil society in the course of our business. - 7.Aim to be a corporate group brimming with intellectual creativity.
Create and maintain intellectual properties and respect those owned by third parties. - 8.Maintain a safe and comfortable workplace environment.
Continuously improve work-related safety and hygiene and always maintain a sound and suitable workplace environment.
If an event that is contrary to any of this code occurs, we will conduct a thorough investigation into the causes thereof and fulfill our responsibilities to disclose information and give explanation thereon with sincerity, and prevent the recurrence thereof.
Based on the above-mentioned code, top management themselves will lead the way and set an example for the implementation of this code, and further, top management shall put adequate systems in place to assure thorough implementation of this code of conduct.
(5) Internal reporting system
The Company has established internal reporting rules with the purpose of discovering and rectifying wrongful acts and other of similar nature and strengthening compliance. The Rules set forth proper procedures for consultation about or reporting on organizational or its personal violation of law by an employee(s) of the Company or affiliates.
(6) System for eliminating unlawful groups
The Company determinately rejects any relationship with unlawful groups. It will tackle with unjust claims in a well-organized manner through coordination and cooperation among the departments concerned and in close coordination with external specialized institutions including police. The Company will never give illegal profits to such groups.
2. Information Preservation/Management System
Particulars about the preparation of minutes of Board of Directors, committees and other meetings are specified in the relevent rules. The preparation of documents regarding important decision is covered by the circular resolution rules. Document preservation and management rules which cover the categorization, preservation and disposal of documents have been developed for proper management of information. The Corporate Auditors investigate whether specified documents, rules, important records and other important information are adequately arranged, preserved and managed. When deemed necessary, they must demand explanations by, or deliver their opinions to, Directors, Executive Officers or employees.
3. Risk Management System
With regard to risk in particularly important areas, we have set up individual committees and established relevant rules. Each business division conducts risk-management activities tailored to their respective needs. If a new risk factor occurs or is expected to occur, we will promptly appoint an Executive Officer to be responsible for coping with the matter. The Board of Directors receives reports or demands reporting from committees and the appointed Executive Officer as needed, identifies the risk and implements necessary countermeasures.
4. System for Efficient Performance of Duties
The Company has adopted the executive officer system which enables us to clearly separate the function of decision-making from that of supervision, thereby reducing size of the Board of Directors. In line with this system, the Company has allocated duties and responsibilities properly, defined business structure, business divisions and corporate ladder and clarified the chain of commands so as to make decisions promptly and appropriately.
5. Group Management System
The Company is committed to ensuring compliance by its group. Regarding matters of specific importance, several committees have been set up to conduct studies and deliberations, and offer guidance and training activities for the prevention of illegal acts. The Company has set up a department in charge of control over its subsidiary companies, has established rules for the management of the subsidiary companies, and carries out necessary management according to situations surrounding subsidiary companies. It also provides compliance training programs to foster a deeper understanding of compliance matters and respect for compliance.
6. System for Auditing by Corporate Auditors
The Corporate Auditors and the Board of Corporate Auditors exchange opinions and deepen mutual understanding with the Representative Directors, at periodical meetings, regarding issues faced by the Company, risks surrounding the Company, the arrangement of the environment surrounding audit conducted by the Company Auditors, and important auditing problems. In addition, they make requests to the Representative Directors regarding matters deemed necessary. The Corporate Auditors conduct efficient auditing of the Company's business, asset conditions and the like in close cooperation with the internal Audit Department and other sections. They are authorized to demand the internal Audit Department and other sections to conduct investigations when necessary. The Corporate Auditors and the Board of Corporate Auditors establish close coordination with the Accounting Auditor through regular meetings, receive an outline of their audit plan, recognition of the condition of internal control system, risk assessment, high-priority auditing matters, etc., and exchange opinions with the Accounting Auditor. The Corporate Auditors also observe audit and feedback sessions held by the Accounting Auditor and request the Accounting Auditor to report on the audit process, when necessary.
7. Internal Control pertaining to Financial Reporting
Since the fiscal year 2006, the Company has been developing an internal control system pertaining to financial reporting covering member companies of the Central Glass Group corresponding to the internal control reporting system commencing in April 2008 as required by the Act on Financial Instruments and Exchange Law.
From the fiscal year 2008, or the first year of the internal control reporting system, the Audit Department has commenced appraising internal control pertaining to financial reporting of the Central Glass Group in consultation with the Accounting Auditor and Company Auditors when necessary.







