Governance

The Ai Holdings Group works to ensure management transparency, maintain an appropriate governance structure, strengthen oversight functions, and engage in continuous risk management. In this way, it aims to improve management soundness and continuously enhance the corporate value.

Compliance and risk control systems

To address various operational risks, the Ai Holdings Group has established a Compliance & Risk Management Committee as a groupwide body based on its Compliance Regulations. The committee is chaired by the representative director (chairman), and meets periodically to comprehensively manage key risks faced by the Group as a whole.

Initiatives to ensure information security

To adequately protect information assets and implement appropriate information security measures, the Ai Holdings Group maintains Information Security Basic Regulations, a Basic Policy for Information Security, an Information Security Management Manual, and other guidelines, and has also established an Information Security System and Personal Information Management System. Under the guidance of the Management Committee, the Group has appointed one information protection officer at each division, and established a system under which each division manager independently monitors the information security risk of his or her division. In addition, the Group aims to thoroughly promote and increase awareness of information security through strict access (entrance/exit) control, the provision of information security training to employees, and awareness campaigns.

Initiatives related to personal information and specific personal information

To prevent the unauthorized access, loss, destruction, falsification, and leakage of personal information, the Ai Holdings Group complies with laws and regulations related to personal information protection. In conjunction with this, the Group has formulated a Personal Information Protection Policy and internal regulations on personal information protection that allow it to maintain and manage security systems and conduct training of employees, in order to enhance the protection of personal information.

In addition, to ensure the adequate handling of specific personal information, the Group has formulated a Basic Policy on the Adequate Handling of Specific Personal Information, and it observes the Act on the Use of Numbers to Identify a Specific Individual in Administrative Procedures, the Act on the Protection of Personal Information, and the Guidelines related to the Adequate Handling of Specific Personal Information (for Businesses). With regard to security control measures for specific personal information, the Group has separately formulated Regulations on Control of Specific Personal Information and Regulations on Handling Administrative Work related to Specific Personal Information, and thus appropriately handles specific personal information.

Basic stance on elimination of antisocial forces, and state of implementation

The Ai Holdings Group has formulated Compliance Regulations. The Group as a whole cooperates with the authorities, stands firmly against antisocial forces that threaten the social order and stability, and has therefore adopted a basic policy of never associating with any such groups.

Its Compliance Manual, which is based on the Compliance Regulations, outlines action guidelines to deal with antisocial forces as described below, and the Group works to ensure its directors and employees thoroughly understand the guidelines.

1) The Group will stand firmly against antisocial forces or groups that threaten the social order and stability.

2) The Group will not, for any reason, have any dealings with antisocial forces or provide profit or benefits to such forces.

3) The Group will firmly reject any unreasonable demands received from antisocial forces, and refuse to collaborate with such forces without compromise (money exchange, etc.).

4) If any problems arise between the Group and antisocial forces, the Group will report these to the authorities, and take appropriate measures in accordance with the directions of the authorities.

Basic stance on corporate governance

The “trust and honesty” in the corporate philosophy of the Ai Holdings Group encompasses compliance with laws, while “create new value for people and society as a whole” refers to increasing corporate value to become a more attractive company for stakeholders. In this way, the Group works to enhance its corporate governance.
Recognizing that corporate governance is a necessary prerequisite for management, the Group will pursue speedy, transparent, and rational management decision-making, protect the interests of stakeholders, and achieve sustainable growth and enhance its corporate value over the medium to long term.

Corporate governance structure

Basic company policy on timely disclosures

Ai Holdings believes it must endeavor to continually promote an understanding of its corporate activities through the timely disclosure of management and corporate information. To this end, it has formulated Compliance Regulations, and works to disclose information.
The Group has positioned proactive disclosure as part of its corporate governance initiatives, and actively works to provide timely, fair, accurate, and easy-to-understand information. In addition to information subject to disclosure under the Financial Instruments and Exchange Act, the timely disclosure rules established by the Tokyo Stock Exchange, and other regulations, Ai Holdings provides information relevant to shareholders, institutional investors, analysts, business partners, regional communities, and other stakeholders.

Internal system to ensure timely disclosure

1. In accordance with the provisions set forth in the Financial Instruments and Exchange Act, the timely disclosure rules established by the Tokyo Stock Exchange, and the Group’s Regulations for Management of Internal Information, the representative director and the chief information officer consult with the legal, general affairs, finance, and other related departments and the internal auditing department to determine whether important decisions, events, or operating results at the company (or at its subsidiaries) correspond to information that should be disclosed, and, where necessary, work to strictly manage such information in order to prevent insider trading.
2. In regard to important decisions and operating results, once such items are approved by a resolution of the Board of Directors, the Group promptly discloses the information to the Tokyo Stock Exchange (using the Timely Disclosure network [TDnet]) through the relevant department (public relations), and simultaneously posts it on its website to distribute the information to the general public.
3. In regard to information pertaining to important events, the Group has placed a system for prompt disclosure as soon as such events occur at internal departments (including at subsidiaries). Such information is disclosed based on the decision of the representative director and chief information officer, as per advice of related departments, audit and supervisory board members, and other relevant parties, and in line with the treatment of important decisions mentioned above.
4. With regard to annual securities reports, quarterly securities reports, and other business performance reports that are subject to disclosure under the Financial Instruments and Exchange Act, the corresponding finance department collaborates with the department in charge of disclosure (public relations) to file these with the Finance Bureau in the manner stated above (using the Electronic Disclosure for Investors’ NETwork [EDINET]), after which the reports are disclosed and made available for public inspection by the Finance Bureau.

Corporate governance structure diagram

Internal control system

Basic stance on internal control system, and state of implementation

The Ai Holdings Group has adopted a structure that provides a direction for employees’ actions underpinned by mechanisms such as compliance, internal audits, and risk management, and that ensures the appropriateness of operations in the Group. As a “company with an audit and supervisory board,” Ai Holdings has set up an organization under which reports are made to audit and supervisory board members and initiatives are undertaken to ensure the effectiveness of audits by such members. The Group’s internal control system aims to maintain and enhance corporate and shareholder value while preventing fraud. Ai Holdings believes that continuing to review and improve the system’s function is essential to the realization of our corporate value and sustainable growth, and is central to our management approach.