Fuji Oil Company Ltd. (the “Company”) has formulated a Corporate Philosophy and a Charter of Corporate Behavior for the Company Group to gain the confidence and support of society, such as shareholders, customers and local communities. All the Group officers and employees, coming together as a tightly knit team, are working on the implementation of the Philosophy and Charter to realize the targets specified therein.

 

For the purpose of attaining sustainable growth and increasing corporate value over the medium-to long-term, the Company endeavors to secure transparent, fair, timely and decisive decision-making with due attention to the needs and perspectives of shareholders, customers and local communities through appropriate establishment and implementation of “corporate governance,” which is regarded as one of the most important issues of the Company’s management. In order to achieve this purpose, we have set the following five principles that represent our basic approach toward such governance.

 

1. We take appropriate measures to fully secure shareholder rights, develop an environment in which shareholders can exercise their rights appropriately and effectively, and secure effective equal treatment of shareholders.
    
2. We endeavor to appropriately cooperate with a range of stakeholders, including customers, employees and local communities.
    
3. We appropriately make information disclosure in compliance with the relevant laws and regulations, but also strive to actively provide information beyond that required by law. This includes both financial information, such as financial standing and operating results, and non-financial information, such as business strategies and business issues, risk, and governance.
    
4. Our Board of Directors sets the direction of corporate strategy, establishes an environment where appropriate risk-taking is supported, and carries out effective oversight of directors and the management.
    
5. We engage in active and constructive dialogue with shareholders with the aim of sustainable growth and the increase of corporate value over the medium-to long-term.

 

Charter of Corporate Behavior

Fuji Oil has implemented the following internal control system -- pursuant to the requirements of the Companies Act of Japan - in order to create an efficient corporate management system that complies with all relevant laws and regulations.

The Company established its Charter of Corporate Behavior to ensure thorough compliance with applicable laws and regulations whether domestic or international, the Articles of Association of the Company and other relevant regulations. Along with the foregoing, the Board of Directors will determine and implement the Company’s policies and plans to improve compliance and internal control systems.
The Company will endeavor to maintain and enhance the function of the Board of Directors in supervising Directors’ execution of duties by having outside Directors on the Board.
Auditors of the Company will audit Directors’ execution of duties as well as the status of development and implementation of the internal control systems from independent points of view.

1.	System concerning storage and management of information concerning execution of duties by Directors of the Company

Information concerning Directors of the Company’ execution of duties will be recorded, stored and maintained at relevant departments in forms of minutes, intra-office memoranda or other documents pursuant to Regulations concerning Board of Directors, Regulations concerning Executive Committee, Regulations concerning Application for Management Approval, and Regulations concerning Documentation, and shall be kept for later retrieval.

 

The department of the Company in charge of internal audit shall conduct audit in accordance with Regulations concerning Internal Audit to assess the status of recording, storage and maintenance of these documents and regularly report the results thereof to the Board of Directors and the Board of Auditors.

 

2.	Regulations concerning risk management of the Company and other systems

Systematic preventive mechanism will be improved in ordinary times by improving a system to comprehensively identify and evaluate material risks to business management and by improving regulations concerning risk management.　

　　

The Company establishes its Business Continuity Plan (BCP) and maintains it on a regular basis to prepare for unforeseen events such as major earthquakes and outbreaks of infectious diseases.

         

If a serious loss is anticipated, Director in charge of the relevant department shall report it to Representing Director-President, and necessary countermeasures will be taken through deliberations at the Board Meeting, Executive Committee meeting, etc. When any contingency occurs, an emergency headquarters shall be set up immediately.

 

The department of the Company in charge of internal audit will conduct audit in accordance with Regulations concerning Internal Audit to assess the improvement/implementation status of risk management system and regularly report the results thereof to the Board of Directors and the Board of Auditors of the Company.

 

3.	System to ensure efficient execution of duties by Directors of the Company

The Board of Directors of the Company will determine basic management policies, matters required by the laws and regulations and Articles of Association of the Company, and other important management issues. In addition, the Board will supervise Directors’ execution of duties, too.

 

The Executive Committee consisting of full-time Directors of the Company and full-time Auditors of the Company shall share information concerning the overall management, and along with determining specific policies for each operating division of the Company, make decisions for efficient execution of duties in accordance with the decisions made by the Board of Directors of the Company.

Under the instruction from full-time Directors in charge based on decisions made by the Executive Committee, each department shall execute its duties efficiently pursuant to Regulations concerning Corporate Organization, Regulations concerning Administrative Authority and other relevant regulations, and report the results of operations to Director in charge of the department and the Board of Directors　of the Company.

Following the report from each department, the Executive Committee shall review each of the specific policies and take necessary actions to improve the system concerning efficient execution of duties.

 

4.	System to ensure that the execution of duties by employees of the Company and officers and employees of its subsidiaries/affiliates (“Subsidiaries”) complies with applicable laws, regulations and the Articles of Association of the Company

The Company laid down its Charter of Corporate Behavior and requires employees of the Company and officers and employees of the Subsidiaries to strictly comply with applicable laws and regulations whether domestic or international, the Articles of Association of the Company and other relevant regulations, and carries out measures to instill an awareness for the compliance into officers and employees of the Company and officers and employees of its Subsidiaries.

“Helpline” is set up at the head office of the Company and the corporate lawyer’s office in order to receive information on violation of the laws and regulations and to provide advice thereon.  The Department of the Company in charge of the Helpline will examine the information submitted to the Helpline, implement Company-level preventive measures through consultation with the relevant departments, and regularly report the matter to the Board of Directors of the Company and the Board of Auditors of the Company.

The department of the Company in charge of internal audit shall conduct audit in accordance with Regulation concerning Internal Audit to assess legitimacy of the execution of duties by employees of the Company and officers and employees of its Subsidiaries and regularly report the results thereof to the Board of Directors and the Board of Auditors.

 

5.	Systems as given below to ensure the appropriateness of execution of duties in the Group

 

a.	System for reporting to the Company on the matters relating to execution of duties by officers and employees of the Company’s Subsidiaries
b.	Regulations concerning risk management of the Company’s Subsidiaries and other systems
c.	System to ensure efficient execution of duties by officers and employees of the Company’s Subsidiaries

 

The Company shall ensure thorough management of the Subsidiaries on their execution of duties concerning risk management, effectiveness of their execution of duties, and other important matters through the departments of the Company in charge by specifying matters to be reported to and matters to be approved by the Company on the basis of the Company’s regulations concerning management of the Subsidiaries, etc., and by facilitating close communications between the said departments of the Company in charge and the Subsidiaries.

 

The department of the Company in charge of internal audit shall conduct audit in accordance with the Company’s regulations concerning internal audit to assess the properness of execution of duties in the entire Subsidiaries and regularly report the results thereof to the Board of Directors and the Board of Auditors of the Company.

 

6.	Systems concerning assigning assistants to Auditors of the Company, independence of such assistants, and effectiveness of instructions given to such assistants

When Auditors of the Company ask for assigning assistants to assist in executing their duties, a relevant division shall be established to which such assistants belong. Job description and authority of such assistants shall be determined taking consideration of Auditors of the Company’s opinions.

The assistants shall not receive any instruction from others than Auditors of the Company concerning this assistance. Prior consensus from the Board of Auditors of the Company is required for staff change and performance evaluation of the assistants.

 

7.	Systems as given below concerning reporting to Auditors of the Company

 

a.	System for Directors and employees of the Company to report to Auditors of the Company
b.	System for Directors, Auditors and employees of the Subsidiaries or the persons who received reports from them to report to Auditors of the Company

 

Directors and employees of the Company and Directors, Auditors and employees of the Subsidiaries shall make necessary reports to Auditors of the Company regularly or at any time upon request of Auditors of the Company. The persons who received reports from them shall report to Auditors of the Company without delay.

・	Important matters of business management and operations, and status and results of execution of duties, including matters related to compliance, risk management and internal control systems,
・	Uncovered facts which may cause serious losses to the Company or the Subsidiaries,
・	Newly disclosed information of the Company,
・	Information submitted to “Helpline”, and
・	Other important matters related to compliance.

 

8.	System to ensure that any person who made a report to Auditors of the Company shall not be given any unfavorable treatment based on such reporting

Directors of the Company shall clearly indicate in relevant regulations of the Company that any employees of the Company or Directors, Auditors and employees of the Subsidiaries who made a report to Auditors of the Company in accordance with 7) above shall not be given any unfavorable treatment based on such reporting.

 

9.	Matters concerning processing of payment (including payment in advance) for expenses or payables incurred in connection with execution of duties by Auditors of the Company

Directors of the Company shall cooperate so that proper processing of payment for the expenses or payables incurred in connection with execution of　duties by Auditors of the Company will be carried out without any hindrance to execution of duties of Auditors of the Company.

 

10.	Other Systems to ensure effective audit by Auditors of the Company

Directors of the Company shall hold regular meetings with Auditors of the Company in order to secure good communications with each other.

Directors of the Company shall assist Auditors of the Company so that Auditors of the Company can have good communications with, gather information from, and exchange information with employees of the Company, and Directors, Auditors and employees of the Subsidiaries, thereby facilitating Auditors of the Company’s proper execution of duties.

Directors of the Company shall provide assistance to Auditors of the Company on the survey of important business counterparts as Auditors of the Company deem necessary.

Directors of the Company shall provide assistance to Auditors of the Company so that Auditors of the Company can get necessary advice from auditing and legal firms or other outside specialists when necessary.