Internal Control System
- Corporate Governance Structure
- Internal Control System
- Compliance
- Risk management
- Sustainability
Basic Policy on Internal Control System
At the Board of Directors meeting held on June 24, 2026, the Company resolved to revise its "Basic Policy on Internal Control System."
1. System to ensure that the execution of duties by directors and employees of the Company and its subsidiaries complies with applicable laws and regulations and the Articles of Incorporation
- The Company recognizes compliance as a key management priority and has established the ALCONIX Group Code of Conduct and other internal regulations as guidelines to ensure that the directors and employees of the Company and its subsidiaries (collectively, the "officers and employees") perform their duties with a high standard of ethics and in compliance with social norms, corporate ethics, applicable laws and regulations, the Articles of Incorporation, and internal regulations.
- The Company distributes the ALCONIX Group Compliance Handbook to all officers and employees of the Company and its subsidiaries and provides compliance training.
- The Company has established the Internal Audit Regulations and the Internal Audit Implementation Guidelines to monitor and improve the execution of duties by each organizational unit and the Company's subsidiaries.
- The Company has established a whistleblowing system that enables all officers and employees, as well as other persons eligible under applicable laws and regulations, to report directly to the Company's internal reporting hotline or an external reporting channel.
2. System for the retention and management of information relating to the execution of duties by directors of the Company and its subsidiaries
The Company and its subsidiaries shall record and retain, in accordance with applicable laws and regulations and internal regulations, information relating to the execution of duties by directors, including minutes of important meetings such as meetings of the Board of Directors, as well as documents approved by individual directors pursuant to the Authority Rules and Schedules of Authority, in written or electronic form. Directors of the Company and its subsidiaries shall have access to such documents and records at all times in accordance with the relevant internal regulations.
3. Regulations and other systems for the management of risk of loss at the Company and its subsidiaries
- The Company and its subsidiaries identify the various risks that could result in losses to the Company and its subsidiaries, establish internal regulations and designate the departments responsible for managing such risks, and take measures to prevent losses and minimize their impact should they occur.
- The Company and its subsidiaries establish risk management methods and reporting systems to continuously assess significant risks, including credit risk, business investment risk, market fluctuation risk, and country risk, and control such risks on both a comprehensive and individual basis.
- The Company establishes a policy on business continuity for the Company and its subsidiaries, formulates appropriate plans, and maintains a system for reporting on and managing such plans.
- Taking into account generally accepted sustainability guidance and standards, the Company identifies sustainability-related risks and opportunities affecting the Company and its subsidiaries and seeks to enhance corporate value.
4. System to ensure the efficient execution of duties by directors of the Company and its subsidiaries
- The Company and its subsidiaries hold regular meetings of the Board of Directors once each month and convene extraordinary meetings of the Board of Directors whenever necessary.
- The Company appoints executive officers pursuant to resolutions of the Board of Directors and enhances the efficiency of directors' execution of duties by defining the responsibilities of executive officers in the Executive Officer Delegation Regulations.
- The Company establishes the Management Committee and various other committees to promote efficient decision-making and business execution by the Company and its subsidiaries.
- Based on the management plan and annual budget (including the income statement and balance sheet) approved by the Board of Directors, the Company's business execution divisions and its subsidiaries formulate detailed annual business plans, establish targets for achieving those plans, and carry out their operations accordingly. The Board of Directors receives periodic reports on the progress of the plans.
- To promote the efficient execution of operations by the Company's business execution divisions and its subsidiaries, the Company establishes and operates the Board of Directors Regulations, the Authority Rules and Schedules of Authority, the Regulations on Division of Duties, the Organizational Regulations, the Approval Regulations, and other internal regulations. The Board of Directors supervises the execution of operations. The Company also requires its subsidiaries to establish organizational regulations, regulations on the division of duties, and other internal regulations comparable to those of the Company, taking into account each subsidiary's size, risk profile, and other relevant factors.
5. System to ensure the proper conduct of operations at the Company and its subsidiaries
- The Company dispatches its full-time directors, executive officers, and other employees to serve as part-time directors or officers of its subsidiaries, enabling them to participate directly in the management of those subsidiaries and provide advice and guidance.
- In addition to the part-time directors and officers dispatched to its subsidiaries, the Company appoints management supervisors responsible for overseeing each subsidiary, ensures that each subsidiary establishes appropriate internal regulations, and, by having such supervisors attend meetings of each subsidiary's Board of Directors as observers, appropriately monitors each subsidiary's operations and provides guidance as necessary.
6. Matters relating to employees assigned to assist the Audit and Supervisory Committee in the performance of its duties
- The Company establishes a dedicated department staffed by employees assigned exclusively to assist the Audit and Supervisory Committee in the performance of its duties.
- The Company consults with, and obtains the consent of, the Audit and Supervisory Committee regarding the appointment, evaluation, reassignment, and other personnel matters concerning such employees, thereby ensuring their independence from directors who are not members of the Audit and Supervisory Committee.
7. System for reporting to the Audit and Supervisory Committee
- Members of the Audit and Supervisory Committee may attend important meetings that the Audit and Supervisory Committee deems necessary and may inspect important documents, including internal approval documents. The Company shall establish the necessary systems to facilitate such attendance and inspection.
- The Audit and Supervisory Committee may, as necessary, request directors (excluding directors who are members of the Audit and Supervisory Committee) or employees to provide explanations regarding the status of business execution or may express its opinions.
- The Audit and Supervisory Committee may, as necessary, request directors (excluding directors who are members of the Audit and Supervisory Committee) or employees to provide explanations regarding the status of business execution or may express its opinions.
- The department responsible for administering the whistleblowing system of the Company and its subsidiaries shall report the status of whistleblowing reports to the Audit and Supervisory Committee promptly and appropriately, either on an individual basis or through the Compliance Committee or other relevant meetings.
- The Audit Department shall conduct internal audits under the direction and supervision of the Audit and Supervisory Committee and report the audit results to the Audit and Supervisory Committee and the representative director.
- The Company expressly prohibits any disadvantageous treatment of any person on the grounds that he or she has made a report to the Audit and Supervisory Committee.
8. Other systems to ensure the effectiveness of audits conducted by the Audit and Supervisory Committee
- The Audit and Supervisory Committee and its members shall establish appropriate coordination with the Audit Department, other relevant departments, and the independent auditor, and shall share information with them as necessary. All officers and employees shall respond appropriately and in good faith to requests by the Audit and Supervisory Committee and its members for information and investigations.
- The Company shall bear the expenses necessary for the Audit and Supervisory Committee to perform its duties.