Maruho’s executives and employees＊1 Group companies taking on some of the functions of the Company: Tateyama Pharmaceutical Factory Co., Ltd., Roman Industries Co., Ltd., Maruho Deutschland GmbH, Maruho America Inc., and Maruho Medical, Inc.●Directors shall notify the Audit & Supervisory Board Member of matters 33Compliance Standardsspecific initiatives, etc.Maruho Corporate Conduct CharterMaruho Code of Promotion systemsSpecific corporate actions representing Maruho’s Corporate Credo, Basic Management Policy, andCorporate Mission are described.Maruho and the Group companies taking on some ofthe functions of the Company ＊1*2 BCP (Business Continuity Plan): A plan to be formulated for an emergency such as a natural disaster, based on which the Company will minimize damage and work to continue or restore its business operationsPlanning Dept., to manage such risks from a Companywide perspective.●For risks specific to each business, corporate officers shall take the initiative in evaluating the risks under their control in the course of formulating and implementing their medium-to long-term plan and business plan, while implementing measures to avoid, reduce, or transfer the risks according to the type of risk.●The Company shall formulate a BCP*2, and appoint a risk management manager and secretariat and set up risk management organizations to ensure that prompt, proper, and coordinated risk management actions be taken in case of an emergency.5) Systems to ensure efficient execution of duties by directors●By adopting the corporate officer system, the Company shall establish a framework in which directors make decisions properly and promptly while corporate officers execute business effectively and efficiently under supervision of directors.●The Company shall establish a system to ensure that authority be properly delegated in accordance with the Rules for the Board of Directors and other rules for meetings, rules for organizations, rules for division of duties, rules for official authority, and rules for approval, and that decision making, delivery of instruction and notification to heads of relevant departments, and business execution take place promptly.6) Systems to ensure the appropriateness of operations of the corporate group composed of the Company and its subsidiaries●In accordance with the basic principles for Group management based on the Rules for Management of Subsidiaries, the Company shall manage the entire Group business, respecting the independence of subsidiaries and in a highly ethical manner.●For management of subsidiaries, the Company shall send some of its directors or employees to each subsidiary as their directors, and manage their business operation and risk of loss via the board of directors of the subsidiaries, thereby ensuring the appropriateness of business. Moreover, the Company appoints one of the directors sent from the Company as the management representative of the subsidiary for integrated management. The appointed subsidiary management representative will report on important decision making, status of business execution, and other important matters that may affect business management of the subsidiary to the Board of Directors of the Company in a timely manner.●To promote compliance of subsidiaries, the Company shall advise and instruct each subsidiary to establish a system appropriate for the characteristics, scale, and environment of its business, and ask them to report on the status of operation of the system on a periodic basis.7) Internal audit system●The Internal Audit Dept. shall be set up independent from the executive division under direct control of the Representative Director, President & CEO, and the status of development and operation of internal control systems shall be audited by a management representative of each department and the Internal Audit Dept.●To ensure appropriateness in Group business management, the Company shall conduct surveys on the status of business implementation at subsidiaries as necessary.8) Systems to ensure effective auditing by the Audit & Supervisory Board Member●When an Audit & Supervisory Board Member requests that an employee be assigned to assist their duties, the Company shall assign such employee and ensure their independence from directors. For appointment, evaluation, transfer, etc., of said assistant employee, approval of the Audit & Supervisory Board Member shall be obtained in advance.related to basic policies and plans of business management and other important matters in advance.●The Audit & Supervisory Board Member shall attend Board of Directors’ meetings and other important meetings to understand the processes of priority decision making and the status of business execution.●The Audit & Supervisory Board Member shall inspect important documents related to business execution and ask directors or employees for explanation thereof as necessary.Maruho Compliance ProgramApplicable to:Specific individual actions representing the Maruho Corporate Conduct Charter are described.Applicable to:
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