Views on the Internal Control System

The Basic Sustainability Principles were established to realize Tokuyama's vision based on its mission "to create a bright future in harmony with the environment in collaboration with our customers, based on chemistry." ジョイカジノ 入金不要ボーナスompany is implementing CSR management based on these principles.
ジョイカジノ 入金不要ボーナスompany recognizes that corporate governance must function effectively within all business activities performed by ジョイカジノ 入金不要ボーナスompany and its Group companies (hereinafter, referred to as "Tokuyama Group"). ジョイカジノ 入金不要ボーナスompany therefore continuously works to establish internal control systems and to make improvements to these in accordance with changes in the business environment in order to ensure the appropriateness of business and maintain the health of the organization.

Basic Policy on Establishing the Internal Control System

1. System for ensuring the legality and efficiency of execution of duties by Directors
1. Directors shall execute their duties based on the division of duties to which they are entrusted under the applicable laws and regulations, Articles of Incorporation, Rules for the Board of Directors, and other internal rules, as well as under Board of Director's resolutions.
2. Directors shall make the necessary proposals and reports at the Board of Directors regarding their execution of duties, and the Board of Directors shall provide oversight for the execution of duties by Directors. Moreover, the Board of Directors shall include External Directors in order to strengthen the Board's oversight function.
3. Directors shall provide mutual monitoring and oversight regarding the legality and efficiency of execution of duties by other directors via attendance at important meetings in addition to the Board of Directors.
4. Directors shall efficiently execute their duties pursuant to the stipulated company organization, executive responsibilities, and division of duties for each organization, and to the delegated authority based on ジョイカジノ 入金不要ボーナスompany's approval rules.
2. System for retaining and managing information relating to execution of duties by Directors

ジョイカジノ 入金不要ボーナスompany, in accordance with applicable laws and regulations and the stipulations of ジョイカジノ 入金不要ボーナスompany's management regulations, shall retain information relating to the execution of duties by Directors for the designated retention period at the responsible department.

3. Rules and other systems relating to management of risk of loss
1. ジョイカジノ 入金不要ボーナスompany shall define the responsible department for rules regarding risk management of loss within the Tokuyama Group, establish management regulations, and work to ensure the thorough implementation of these.
2. ジョイカジノ 入金不要ボーナスompany shall establish a management system that understands important laws and regulations that are relevant to business execution and that tracks movements in the revision thereof as a means of reducing compliance risk within the Tokuyama group.
3. ジョイカジノ 入金不要ボーナスompany shall respond appropriately when a risk manifests within the Tokuyama group by establishing a crisis response headquarters in accordance with the severity of the manifest risk, and shall rapidly engage in recovery and post-event management efforts.
4. System to ensure that the execution of duties by employees complies with laws and regulations and the Articles of Incorporation
1. ジョイカジノ 入金不要ボーナスompany shall establish a Whistle-blowing System contact point (helpline) that allows individuals to report and consult on compliance violations, or matters that are believed to hold the potential to violate such, in a safe, anonymous manner without receiving disadvantageous treatment, and shall implement appropriate management and countermeasures according to the report or consultation.
2. ジョイカジノ 入金不要ボーナスompany shall conduct monitoring and self-assessments led by the responsible party for the business divisions, etc., and management divisions in order to ensure the appropriateness of duties. At the same time, each Group company shall also be requested to conduct monitoring and self-assessments.
3. ジョイカジノ 入金不要ボーナスompany shall provide the required guidance, support, and requests regarding important matters to all business divisions, etc., and Group companies through ジョイカジノ 入金不要ボーナスorporate Planning Division, ジョイカジノ 入金不要ボーナスorporate Social Responsibility Division, and other management divisions.
4. ジョイカジノ 入金不要ボーナスompany shall conduct internal audits of business divisions, etc., management divisions, and Group companies via an auditing department that is independent of the divisions, etc.
5. ジョイカジノ 入金不要ボーナスompany shall report any discovery of compliance violation matters to those within and outside the organization in accordance with the severity of such, and shall immediately correct for the violation and deploy such horizontally within the Tokuyama group in order to prevent a recurrence.
5. System to ensure appropriateness of business within ジョイカジノ 入金不要ボーナスorporate group
1. ジョイカジノ 入金不要ボーナスompany shall establish ジョイカジノ 入金不要ボーナスSR Promotion Council for the purpose of promoting CSR management within the Tokuyama Group, and shall deliberate and determine important matters regarding internal control.
2. ジョイカジノ 入金不要ボーナスompany considers risk management and compliance to be central and equally important to internal control, and shall therefore establish the Risk Management and Compliance Committee within ジョイカジノ 入金不要ボーナスSR Promotion Council in order to effectively and efficiently carry out internal control within the Tokuyama Group.
3. With regard to areas requiring specialist expertise and of great importance from the viewpoint of risk management and compliance (financial reporting, antitrust law compliance, security export controls, cyber and information security, security and environmental measures, product safety and quality, and sustainability), ジョイカジノ 入金不要ボーナスompany shall establish expert committees separate from the Risk Management and Compliance Committee.
4. ジョイカジノ 入金不要ボーナスompany shall evaluate the effectiveness and efficiency of internal control for the Tokuyama Group through the above meeting structure and shall engage in ongoing improvements.
5. ジョイカジノ 入金不要ボーナスompany shall establish an internal management system for group companies and shall operate and manage group companies thereby.
6. ジョイカジノ 入金不要ボーナスompany shall respect the principle of self-responsibility in order for each group company to achieve healthy growth while at the same time providing the required guidance, support, and requests to ensure the appropriateness of business.
7. ジョイカジノ 入金不要ボーナスompany shall dispatch Company Directors and employees as Directors or Auditors for group companies as necessary.
8. ジョイカジノ 入金不要ボーナスompany shall include group companies as being subject to the Whistle-blowing System and internal audits.
6. System to ensure effective audits by the Audit and Supervisory Committee
1. ジョイカジノ 入金不要ボーナスompany shall establish an Audit and Supervisory Committee Office to aid the duties of the Audit and Supervisory Committee, and shall appoint Company employees for this purpose. Moreover, ジョイカジノ 入金不要ボーナスompany shall receive consent form the Audit and Supervisory Committee regarding personnel evaluations, hiring, transfers, and discipline in regard to such employees.
2. The authority to instruct and provide orders to employees of the Audit and Supervisory Committee Office shall reside in the Audit and Supervisory Committee.
3. ジョイカジノ 入金不要ボーナスompany shall immediately report on any cases to the Audit and Supervisory Committee when a request is made by the Audit and Supervisory Committee for an explanation of matters relating to the execution of such duties and when a compliance violation matter is discovered by ジョイカジノ 入金不要ボーナスompany, including that reported by a group company. Moreover, NO disadvantageous treatment shall be made against the reporting party due to the provision of information to the Audit and Supervisory Committee.
4. ジョイカジノ 入金不要ボーナスompany shall permit the necessary audit expenses, including those for employing attorneys at law, certified public accountants, consultants, and other external advisors for the purpose of supporting an audit by the Audit and Supervisory Committee, when such is deemed necessary by the Audit and Supervisory Committee.
5. The Audit and Supervisory Committee shall cooperate closely with the Internal Audit Department and accounting auditors in order to improve the efficiency of audits.
6. ジョイカジノ 入金不要ボーナスompany shall establish other systems for the purpose of ensuring that audits by the Audit and Supervisory Committee are carried out effectively.
7. System to ensure the reliability of financial reporting
1. ジョイカジノ 入金不要ボーナスompany shall establish and operate internal controls relating to business processes (including business processing controls relating to IT) and general controls relating to IT, and shall ensure the reliability of accounting data through the evaluation and improvement of such controls.
2. ジョイカジノ 入金不要ボーナスompany shall work to standardize and improve the efficiency and quality of accounting and financial duties, and shall maintain and operate internal controls relating to financial reporting in order to ensure the reliability of financial reporting.
3. ジョイカジノ 入金不要ボーナスompany shall establish a Financial Reporting Committee that fully ensures the reliability of financial disclosures through deliberations.
8. System for blocking ties with anti-social forces
1. ジョイカジノ 入金不要ボーナスompany shall address unfair demands made by anti-social forces throughout the organization, from upper management on down. Moreover, ジョイカジノ 入金不要ボーナスompany shall ensure the safety of Directors and employees who address such unfair demands.
2. ジョイカジノ 入金不要ボーナスompany shall prepare for unfair demands made by anti-social forces by building close cooperative relationships with external expert organizations during normal times.
3. ジョイカジノ 入金不要ボーナスompany shall NOT maintain any relationships, including transactional relationships, with anti-social forces. Moreover, ジョイカジノ 入金不要ボーナスompany shall reject all unfair demands made by anti-social forces.
4. ジョイカジノ 入金不要ボーナスompany shall take legal action from both a civil and criminal standpoint against unfair demands made by anti-social forces.
5. ジョイカジノ 入金不要ボーナスompany shall prohibit backroom dealings with and providing funding for anti-social forces, and shall never engage in such.
6. ジョイカジノ 入金不要ボーナスompany shall establish and maintain a structure for itself and each Group company for the purpose of blocking ties with anti-social forces.

ジョイカジノ 入金不要ボーナスompany has established a policy for determining ジョイカジノ 入金不要ボーナスontent of remuneration for Directors on an individual basis (excluding those who serve on the Audit and Supervisory Committee). The following provides an overview of such, where individual remuneration is determined by the Board of Directors following deliberations by the Nomination and Remuneration Advisory Committee.

(Basic Policy)

1. The remuneration plan for ジョイカジノ 入金不要ボーナスompany's Directors is based on the following views.
• Ensures that Directors contribute to charting sustainable growth for corporate performance and corporate value based on the "Vision of Tokuyama"
• Provides a level of remuneration that secures and retains human resources that can support ジョイカジノ 入金不要ボーナスompany's management
• Considers the performance of ジョイカジノ 入金不要ボーナスompany
• Employs a highly transparent, objective remuneration decision process
2. Remuneration for ジョイカジノ 入金不要ボーナスompany's Directors consists of basic remuneration and bonuses in the form of monetary remuneration*1 and performance-linked Share-based Remuneration in the form of non-monetary remuneration*2.

(Policy on Determining Director Remuneration on an Individual Basis)

1. ジョイカジノ 入金不要ボーナスontent (annual amount) of basic remuneration is determined from a comprehensive perspective that takes into account the roles and responsibilities of each Director. Further, the determined basic remuneration is divided into 12 equal parts and paid on a monthly basis.
2. ジョイカジノ 入金不要ボーナスontent of bonuses is determined in accordance with the achievement level of the predetermined performance targets for each fiscal year in respect to the standard amount for bonuses determined separately for each position. The performance targets are established based on the main financial targets for Tokuyama's overall performance. Further, the determined bonuses are paid at a specific period each year.
3. Performance-linked Share-based Remuneration is based on the fiscal years covered by the Medium-term Management Plan as the target period, and is provided in the form of Company shares in accordance with the achievement level for the predetermined performance targets. The performance targets are established based on the main financial targets in the Medium-term Management Plan. Further, as a general rule, this form of remuneration is provided at ジョイカジノ 入金不要ボーナスompletion of the target period.
4. The level of remuneration takes into consideration remuneration survey data provided by external expert organizations.

(Policy on Determining the Ratio of Remuneration for Directors by Type)

The ratio of remuneration for Company Directors by type is determined in consideration of the ideal balance between the basic standard for the required roles/responsibilities and incentives to stimulate the desire to achieve performance targets.

(Policy on Determining Director Remuneration on an Individual Basis)

1. The final annual amount of basic remuneration for each individual is calculated and determined by the Representative Director, President and Executive Officer, having received authorization to do so from the Board of Directors, based on a standard amount predetermined for each position.
   The Nomination and Remuneration Advisory Committee deliberates on whether ジョイカジノ 入金不要ボーナスalculated basic remuneration is appropriate or not. In addition, as part of ジョイカジノ 入金不要ボーナスompany's ESG efforts, specific roles and responsibilities regarding important material issues for the realization of ジョイカジノ 入金不要ボーナスompany's CSR management are taken into consideration when calculating an individual's remuneration.
2. Bonuses are determined by the Representative Director, President and Executive Officer, having received authorization to do so from the Board of Directors, based on performance for the target fiscal year after first determining the payment ratio in accordance with the standard bonus amounts for each position, the performance targets for the target fiscal year, and the achievement level for those targets.
   The Nomination and Remuneration Advisory Committee deliberates on whether the performance targets, calculation methods, and calculation results are appropriate or not. The specific performance target for fiscal 2024 is the target consolidated ordinary income set under the Medium-Term Management Plan. Each remuneration amount is calculated by multiplying the individual's standard amount by the performance-linked coefficient (ranging from 0% to 150%) set according to the degree of target achievement.
3. Performance-linked Shared-based Remuneration is calculated by the Board of Directors using points granted to Directors on an individual basis based on the established executive remuneration share delivery regulations following deliberations by the Nomination and Remuneration Advisory Committee.

1. Directors eligible for the bonus plan are those who are executive officers.
2. All directors, except those who serve on the Audit & Supervisory Committee, Non-executive Directors, External Directors, and those NOT residing in Japan, are eligible for the performance-linked Share-based Remuneration plan.

(Notes)

1. The above figures include three directors who retired during ジョイカジノ 入金不要ボーナスurrent fiscal year.
2. The above amounts include eight million yen in performance-based stock compensation expenses recorded during ジョイカジノ 入金不要ボーナスurrent fiscal year.
3. The above amounts do not include employee salaries paid to directors with duties in an employee's capacity.