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Basic policy regarding establishment of internal control systems was determined at a meeting of the Board of Directors held on July 27, 2006. TOKYO DOME CORPORATION is establishing internal control systems in accordance with this policy, the principal aspects of which are as follows.
Internal Control Systems
• Compliance Structure
The Tokyo Dome Group has established a Compliance Committee, headed by the President, to build strong relationships with all stakeholders, and to pursue compliance from a company-wide perspective. A Compliance Code of Conduct establishing ethical guidelines for directors and employees has also been formulated, with which everyone is expected to comply. TOKYO DOME CORPORATION has launched an internal reporting system, called the “Speak-Up System,” which allows employees to report to or consult with the Compliance Committee should they feel that the actions of a director or employee are in violation of the Compliance Code of Conduct. Maintaining and improving this system helps to prevent the occurrence of situations that may harm the Company’s corporate value, such as a loss of credibility arising from a compliance violation. Further, the Internal Auditing & Legal Division, the main body for internal auditing, ensures that the conduct of business by employees complies with laws and regulations. It examines and evaluates the status of business conduct at all departments from the standpoint of legal compliance and rationality, and reports the results, along with recommendations and proposals, to the President, corporate auditors, and the manager of the department subject to the audit. The Legal Review Division also participates in regular hearings with the accounting auditor (twice a year under Company regulations), and makes other efforts to share information and improve mutual cooperation.
The Company established the “Speak Up System,” which serves as a counseling center and can help employees deal with personal or professional issues before they lead to inappropriate conduct.
Code of Compliance Card
• Ensuring Efficient Conduct of Operations
A Management Committee composed of all regular members of the Board of Directors has been established as the fundamental structure to ensure the efficient conduct of operations by the Board of Directors. The Committee makes the necessary reports on the conduct of business by the President, based on the decisions on items that should be referred to the Board of Directors, and matters to be resolved by the Board of Directors. Further, an Operating Officer Committee composed of all operating officers has also been established that conveys the decisions of the Board of Directors and Management Committee, as well as ensures the smooth exchange of information, reporting and coordination regarding the conduct of operations by the President.
• Ensuring Proper Conduct of Operations at Group Companies
TOKYO DOME CORPORATION has established Affiliated Company Management Guidelines to ensure the appropriateness of operations at all group companies. These regulations provide for management of group companies through an approval and reporting system to the respective companies. A range of business unit meetings tailored to the business content of each subsidiary are also held each fiscal quarter for the purpose of reporting earnings and exchanging information.
• Risk Management Measures
The Tokyo Dome Group has formulated Risk Management Regulations to systematically implement risk management. Based on these regulations, a Risk Management Committee has also been established to gain a comprehensive awareness of and provide for a response to the risks with a potentially significant impact on business. Several subcommittees have been established under the Risk Management Committee, including the Disaster Prevention Subcommittee to coordinate disaster prevention measures; the Safety Management Subcommittee to oversee the safety of park guests; the Information Management Subcommittee to handle the timely disclosure and overall administration of information; and the Environmental Preservation Subcommittee to coordinate strategies regarding the surrounding environment. Each of these subcommittees conducts risk management in the areas they cover. The Risk Management Committee gathers reports on the activities of the subcommittees, as well as the status of risk management at each division and group company. It then reviews the overall status of risk management, and reports the findings to the Board of Directors or corporate auditors on a regular and/or extraordinary basis. The Committee also prepares individual guidelines and manuals aimed at ensuring the smooth and efficient conduct of risk management.
• Crisis Management Structure
In the event of an unforeseen occurrence such as a crisis, an emergency task force headed by the President will be immediately established to prevent escalation and minimize damage.