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KDDI Europe Basic Policy for Establishing An Internal Control
System
| CORPORATE GOVERNANCE |
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The Board of Directors
(1)
The Board of Directors consists of both internal and external
appointed Directors, who make decisions on important legal
issues in accordance with Articles of Association and the
Schedule of Authorisation. It is also responsible for the
supervision of the appropriate execution of the Directors’ own
fiduciary duties.
(2) KDDI Europe properly stores and manages all information
pertaining to duties carried out by Directors. |
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System to ensure
that Proper Business Activities are carried out. The
delegation of both authority and responsibility for conducting
business operations shall be clarified by the Schedule
of Authorisation and the business activities shall thereafter
be properly and efficiently carried out. The Agenda of
the Board of Directors and important issues related to
duties executed by the Directors, shall be examined and
determined at the meetings of the Board of Directors and
at the Officers Meeting, which is attended by the Directors
and the Deputy Directors. |
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System to Ensure the Execution of Duties by Auditors
(1) KDDI Europe’s
appointed Auditors shall audit financial data in addition
to the Minutes of the Board of Directors’ meetings.
(2) The Directors and the Heads of Each Division (Directors and Deputy Directors)
shall exchange views and promote collaboration with the Auditors, as well as
provide timely information needed for duties executed by the Auditors. |
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| COMPLIANCE |
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All Directors shall
maintain high standards of corporate ethics in accordance
with the “KDDI Philosophy” and “KDDI Business
Conduct” and ensure proper execution of their duties. |
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KDDI Europe shall
ensure the compliance by ensuring and promoting cooperation
among the following organisational systems.
(1) Each Group
company shall identify and resolve any serious violation
of laws and ordinances, compliance-related issues and incidents
early, quickly and effectively at each Group company’s
meeting.
(2) KDDI Europe shall appropriately implement an internal reporting system for
compliance violation, which is installed inside and outside the corporation.
(3) Through internal and external education and internal enlightenment activities,
KDDI Europe shall be committed to improving all employees’ understanding
and consciousness of compliance. |
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| RISK MANAGEMENT ACHIEVE BUSINESS PROPERLY AND EFFICIENCY |
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Divisions and their Directors shall cooperate through all
meetings attended by Directors and be committed to managing
Group Companies’ risks properly and efficiently in
accordance with internal regulations and also to achieving
business objectives properly and efficiently. |
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Systems for the Management
of Risk
(1) KDDI Europe shall conduct business risk analyses, classification of business
activities and develop appropriate business strategies and business plans at
the meeting of the Board of Directors and the Officers Meeting. Additionally,
a Corporate Sales Management Meeting shall be held monthly to monitor business
risk and manage performance.
(2) KDDI Europe shall regard all the stakeholders as our Customers. All the Directors
cooperate and work on TCS (Total Customer Satisfaction) activities aiming to
improve stakeholders’ satisfaction. In doing so, in the all meetings, they
assess TCS activities and promptly take the necessary actions to meet customers’ needs
and deal with their complaints. The whole company shall work towards gaining
trust and support for all activities of KDDI Europe Group and improving customer
satisfaction and strengthening and expanding market.
(3) KDDI Europe shall implement and improve internal control system that improves
accuracy of financial reporting.
(4) KDDI Europe shall work towards a further improvement of PR and IR activities
of KDDI Europe Group and maintain transparency of the management of KDDI Europe
Group and gain stakeholder’s understanding and trust.
(5) KDDI Europe shall examine measures for minimising the risk of business interruption
and shall develop a Business Continuity Plan (BCP) in order to respond to events
that may significantly disrupt business for long periods. |
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Systems as Telecommunication
Carrier
(1) Protecting the Secrecy of Communication Protecting the secrecy of communication
is the basis of KDDI Europe Group’s corporate management and should be
strictly observed.
(2) Information SecurityRegarding management of all corporate information assets,
including prevention of leakage of confidential information such as customer
information, KDDI Europe shall develop their measures at the Information Security
Forum in accordance with ISO/IEC 27001 and the Directors shall cooperate in maintaining
Information Security.
(3) Recovery of network and services in the event of disaster, KDDI Europe shall
improve the reliability of its networks and examine and execute measures to prevent
against service interruption, in order to minimise the risk of interruption of
communication services caused by serious incident and fault. |
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| SYSTEM TO SECURE PROPRIETY OF BUSINESS IN COPROATE GROUP |
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| KDDI
Europe shall be committed to the further establishment of
systems to manage the KDDI Europe Group and support each
Group Company to develop and operate internal control systems
efficiently and to appropriately and ensure proper business
operations of the whole KDDI Europe Group. |
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