Governance

Basic Approach to Corporate Governance

At Imasen Electric Industrial Co., Ltd., we recognize the importance of corporate ethics based on compliance and positions the enhancement of shareholder value as one of our most important management issues. Accordingly, we attempt to improve decision-making speed in response to changes in society and the economic environment while heightening management soundness. To this end, Imasen will further strengthen, improve and develop its current legal functions, which include the General Meeting of Shareholders, the Board of Directors, the Board of Corporate Auditors and accounting auditors, while enhancing corporate governance. Additionally, we will strive to disclose information promptly and accurately to shareholders and investors, and by disclosing a wider range of information, we will heighten management soundness and transparency. The Board of Directors establishes Corporate Governance Guidelines that set out the basic principles and mechanisms of corporate governance.

Corporate Governance System Overview (Schematic Diagram)

Compliance Promotion System

We have established the Imasen Group Code of Ethics as the foundation of our corporate ethics. It consists of the Ethics Charter, which outlines daily conduct principles, and the Corporate Action Guidelines, which define specific standards of behavior. These initiatives help foster compliance awareness across the entire Group.
To further strengthen compliance, we have established the Ethics and Compliance Committee to review compliance matters, including adherence to laws and internal rules. A Compliance Officer-a board director responsible for promoting compliance-oversees the development and reinforcement of the system.
The Ethics and Compliance Committee is chaired by the Compliance Officer and includes internal board directors as members. Corporate Auditors also provide input as necessary, reinforcing the committee’s oversight function.

Imasen Group Compliance and Ethics (Established in July 2002.)

1.Conscious and act as a member of society
  We will have a conscious as a member of society, and act by following high level ethics and moral.

2.Respect for fundamental human right
  We will respect for fundamental human right, individual dignity and try to make a good work environment.

3.Compliance with all laws
  In any business activity situation, we will strictly follow regulation and company policy, proceed a smooth business activity.

4.Maintain relationship with honesty and fairness
  We will keep having a business with honesty and fairness with everybody related to business, proceed a healthy business activity.

5.Conflict of interest elimination
  Any conflict which will disturb company to get proper profit , company trust, or other rebellious action is prohibited.

Business act regulation

1.Relationship with community

(1)Political activities and donations
  Any political activities, donations or other similar activities needs to be investigated if it is necessary and properly. Those activities needs proper treatment based on the regulation.
(2)Antisocial act
  We have to refuse Antisocial act or group which will threaten order or safe in society with strict attitude, and block any relationship with them.
(3)Environmental conservation
  We need to recognize global environment is the most important issue for human, protect nature and source in any business area, and act with the consideration of environment.
(4)Contribution to community
  Cooperate and act in harmony with local community, maintain a good relationship and contribute to the society through intercommunion.

2.Mutual relationship

(1)Respect for fundamental human right and antidiscrimination
  We should not allow discrimination concerning race, belief, gender, religion, national origin, roots, physical feature at work environment.
(2)Respect for character
  In order to let each associate recognize affluence and accomplishment, respect individual and character, develop human resource with skill and creativity and implement “Company is what human resource is”.
(3)Respect for privacy
  We need to respect each associate privacy, and manage personal information carefully with greatest care.
(4)Keeping safe work environment
  Set the highest priority on safety and healthy, work on environment protection and get rid of workers comp to make safety and encouraging work environment.

3.Relation ship with customer, supplier and other companies

(1)Fair business
  Based on free competition, all the business practice needs to be implemented fairly and honestly by following regulations.
(2)Antitrust
 Activity which disturb fair and open competition is prohibited. Ex) Bid collusion, cartel
(3)Misconduct
 Misconduct
(4)Providing gifts and entertainment
  Any gift or entertainment which defy common sense or the conduct can be seen as profit sharing to politician or government agencies are prohibited.

4.Relationship with shareholder and investor

(1)Disclose information timely
  By following the regulations, disclose financial result and business detail. Generally, critical information needs to be handled as confidencial, it needs to be disclose in proper time with proper way.
(2)Insider trading
  Buying or selling stock by using undisclosed information obtained through business is prohibited. Also, do not try to get profit or advantage from third party by using this information.

5.Control company assets and information

(1)Control of company assets
  Company assets (tangible and intangible assets) needs to be properly controlled by following business policy. Using company assets for the purpose not related to business ( private purpose) is prohibited.
(2)Handling of information
 Do not take out the company information (include documents and data) without permission. Also, do not disclose or use this information improperly or illegally.

6.Protection of intellectual property

(1)Maintain the right
  Company intellectual property (Patent right, Copy right) needs to be maintained and secured
(2)Ban on misapply
  We have to respect others intellectual property. Also, do not violate or misapply on purpose.

7.Compliance awareness

  If you discover any act that violates laws and regulations, or any act that may potentially violate them, you should report it to your supervisor, the internal or external whistleblowing contact point, or the compliance suggestion box.

Compliance Education and Awareness

To ensure strict adherence to laws and corporate ethics in our business activities, we provide compliance training for management-level employees, aiming to enhance the ethical awareness and judgment required of managers.
In addition, to enable all employees to make appropriate decisions in their daily work, we distribute the Compliance Handbook to every employee. This handbook summarizes key points on legal compliance and proper corporate behavior, serving as a practical reference.
Furthermore, to deepen compliance awareness, we provide all employees with the Imasen Group Code of Ethics Pocket Book, which they carry during work hours, allowing them to consult behavioral standards at any time while performing their duties.

Internal Reporting System and Reporting Channels

To identify workplace issues early and respond appropriately, we have established an internal reporting system and set up reporting channels both inside and outside the company. Internally, in addition to the compliance department, employees can report directly to the Corporate Auditors, ensuring the system’s independence and fairness.
We have also established an external consultation channel with outside lawyers to handle matters that may be difficult to discuss within the company, creating a safe and confidential environment for employees. In addition, employees can submit reports or seek advice through an electronic “Compliance Suggestion Box”, which is easy to use and accessible to all.
Reports can also be submitted anonymously, and we ensure the protection of the reporter’s confidentiality while strictly preventing any disadvantageous treatment.
Information about the reporting channels is included in the Compliance Handbook and the Imasen Group Code of Ethics Pocket Book, and is also communicated regularly throughout the company.

Risk Management System

To appropriately manage risks that may impact our business activities, we have established a comprehensive risk management system. A Risk Management Officer, appointed by the Board of Directors, serves as the overall responsible executive, and a Risk Management Committee has been established to address and mitigate various risks anticipated in business operations.
The Risk Management Committee is chaired by the Risk Management Officer and comprises internal board directors as members. Corporate Auditors provide advice as needed. In addition, the committee works closely with risk management officers assigned to each headquarters and group company, ensuring coordinated oversight and effective risk management across the entire Group.
The committee is responsible for formulating and implementing risk management plans, deliberating and deciding on matters related to risk management, and reviewing the measures and progress of key risks. In addition, the Risk Management Officer reports regularly to the Board of Directors on the status of risk management, promoting continuous improvement.

Information Security Initiatives

To address various IT risks and adapt to the rapidly evolving digital society, we are working to create an IT environment where employees can work safely and stress-free from anywhere. These initiatives are being implemented according to a structured roadmap.
In addition, we are strengthening our business tools and security infrastructure and have made the “Imasen Information Security Handbook” available on the company website, promoting heightened security awareness among employees.