(Matters concerning the establishment of systems to ensure the appropriateness of operations)

1. Basic policy

While taking into account the efforts based on risk management through compliance management in the management policy for the Group, the Company shall promote the advancement of effective internal control by constantly reviewing the system in order to respond to changes in the business environment.

TOKYU CORPORATION

2. Matters concerning the establishment of systems to ensure the appropriateness of operations

(1) Systems to ensure that the execution of duties by officers and employees complies with laws and regulations and the Articles of Incorporation

The Company shall make the Code of Conduct thoroughly known to all employees, establish and operate an appropriate legal compliance system, and periodically conduct training for officers and employees on legal compliance.
Regarding compliance issues, the Sustainability Promotion Committee shall receive reports from within the Company in an integrated manner, and important issues shall be discussed by the Management Meeting and reported to the Board of Directors.
The Company shall establish an internal whistle-blowing desk at the department in charge within the Company and at an outside law firm, so that employees and employees of consolidated subsidiaries can directly report to and consult with the Company regarding violations of laws and regulations or the Code of Conduct and correct violations.
In order to ensure the appropriate execution of operations, the Company shall strengthen the internal audit system and report the results of internal audits to the management.
To ensure the reliability of financial reporting, internal control over financial reporting shall be appropriately maintained and operated.
The Company shall reject any relationship with antisocial forces and groups, including but not limited to transactions and profit sharing. In addition, the Company shall strengthen cooperation with external organizations such as police authorities and develop and operate a system to eliminate antisocial forces.

(2) System for the storage and management of information related to the execution of duties by directors

Documents and other information related to the execution of duties by directors shall be appropriately stored and managed in accordance with laws and regulations and internal rules.

(3) Regulations and other systems for managing the risk of loss

Safety management issues shall be centrally reported from within the Company by the Sustainability Promotion Committee, and important issues shall be discussed by the Management Meeting and reported to the Board of Directors.
The Company and its subsidiaries shall recognize and evaluate important risks based on the perspective of consolidated management, deliberate on risk management policies, etc. at the Management Meeting, and report to the Board of Directors.
In order to manage various crises related to business activities and minimize losses, the Company shall establish basic rules for crisis management and develop and operate a company-wide crisis management system.

(4) Systems to ensure that the execution of duties by directors is carried out in an efficient manner

The Board of Directors shall resolve on the division of duties among directors, ensure that directors execute their duties efficiently, clarify the roles of management and execution based on the executive officer system, improve the business execution system, clarify authority and responsibility, and enhance corporate governance.
In principle, the Board of Directors shall meet once a month, and the Management Meeting shall meet to deliberate and decide on basic policies and important matters concerning the execution of the Company’s business.
In order to ensure the smooth and efficient operation of business, the Company shall establish business execution rules and clarify the division of duties, authority, and responsibility for major operations in the business organization.
Develop and operate a system to ensure that important information is identified and appropriately reported to management and that instructions are reliably communicated throughout the organization.

(5) Systems to ensure the appropriateness of business operations of the corporate group

  1. 1)Systems to ensure that the execution of duties by directors, etc. and employees of consolidated subsidiaries complies with laws and regulations and the Articles of Incorporation
    The Company shall enhance the effectiveness of internal control by familiarizing employees with the Group Internal Control Guidelines and shall ensure the appropriateness of operations by conducting monitoring of consolidated subsidiaries through a combination of self-checks, internal audits, and other methods.
    Hold the Tokyu Group Sustainability Promotion Committee to promote sustainable management as a corporate group in an integrated manner. Establish and operate internal control over financial reporting in accordance with the Guidelines for Consolidated Accounting, etc., conduct evaluations, and correct any deficiencies.
  2. 2)Matters related to the reporting to the Company of matters pertaining to the execution of duties by directors, etc. of consolidated subsidiaries.
    In accordance with the Basic Rules for Group Management, the Company shall have its consolidated  subsidiaries make the necessary reports to the Company and shall deliberate and report on the execution of important operations, etc. of its consolidated  subsidiaries at the Board of Directors and the Management Meeting of the Company.
  3. 3)Regulations and other systems for managing the risk of loss of consolidated subsidiaries
    In accordance with the Basic Regulations for Group Management, the Company shall have its subsidiaries identify, evaluate, and respond to risks and shall hold Tokyu Group Sustainability Promotion Committee and other meetings to promote safety management activities in an integrated manner as a corporate group. Have Tokyu Railways report to the Board of Directors and the Management Meeting of the Company on the status of development and operation of transportation safety assurance in the railway business.
  4. 4)Systems to ensure that the execution of duties by directors, etc. of consolidated subsidiaries is carried out efficiently
    The Company holds the Tokyu Group Corporate Executive Committee to determine Group management policies and holds Group Company Management Meeting and other meetings to understand and evaluate the management status of consolidated subsidiaries.

(6) Matters related to employees who assist auditors in their duties

The Office of Audit & Supervisory Board shall be established as a dedicated department, and the employees of the Secretariat shall perform their duties based on the instructions of Audit & Supervisory Board member.
Personnel changes of such employees shall be discussed in advance with the Audit & Supervisory Board member.

(7) System for reporting to Audit & Supervisory Board member

In order to contribute to the understanding of the process of important decision-making and the status of business execution, the Company shall ensure that Audit & Supervisory Board Member have opportunities to attend meetings of the Board of Directors and other important internal meetings and shall implement appropriate reporting from the officers and employees of the Company and its subsidiaries to the Audit & Supervisory Board Member.
The Company shall report to Audit & Supervisory Board Member on facts that may cause significant damage to the Company and its subsidiaries and other important matters and on the status of risk management.
The Internal Auditing Department shall make appropriate reports on the results of internal audits of the Company and its subsidiaries and maintain close cooperation with them.
Directors and employees of the Company and its subsidiaries who have made such reports shall not be treated adversely for the reason that they have done so.

(8) Policy on the disposal of expenses, etc. arising from the execution of duties by Audit & Supervisory Board Member.

Expenses necessary for Audit & Supervisory Board Member to perform their duties shall be budgeted each year after consultation with the Member, and in the event that advance payment of such expenses is necessary, the department in charge shall promptly respond to the request of the Member.

(9) Other systems to ensure that audits by Audit & Supervisory Board Member are conducted effectively

The Company shall provide information and other cooperation at the Tokyu Group Full-Time Audit & Supervisory Board Member Meeting and the Liaison Meeting of Full-Time Audit & Supervisory Board Member of Consolidated Companies, which are held regularly by full-time Audit & Supervisory Board Member to discuss audit policies and methods and exchange information with a full-time Audit & Supervisory Board member of consolidated subsidiaries, etc.

TOKYU CORPORATION