Governance

Risk Management

Policy

Policy (our fundamental view)

Recognizing the various risks surrounding the NOF Group, we promote risk management initiatives with the aim of preventing the occurrence of loss risks and minimizing their impact when they do occur, thereby contributing to the achievement of management strategy targets.

  1. The NOF Group comprehensively identifies various management risks surrounding its business, and conducts risk assessment based on the impact and frequency of each factor in order to identify risks that need to be addressed as a priority.
  2. According to the characteristics of the identified risks, We work to minimize the impact on management by taking appropriate measures to reduce the impact of risks that have materialized, as well as measures to reduce the probability of occurrence.
  3. We work to objectively verify the effectiveness of risk countermeasures by periodically conducting risk assessments, while working to recognize and evaluate new risks.
  4. Under the leadership of the Risk Management Committee, we promote the risk management of the NOF Group by implementing the above risk management cycle.

Organizational Setup

The Risk Management Committee, the Compliance Committee, the RC Committee, and the Quality Control Committee analyze management risks, consider countermeasures, and report to the Board of Directors. The Board of Directors receives reports and deliberates as necessary on various business risks, including those related to compliance, information management, and environment and safety, as well as confirmation and evaluation of the comprehensiveness of risks. We manage and monitor Group companies in accordance with the rules on the management of Group companies, and offer advice, as necessary; while any important matters that are deemed to materially impact our subsidiaries’ assets or profit and loss are approved by the NOF Board of Directors or the Executive Committee.

This is the Risk Management Committee organizational diagram. Risk assessment results are collected from manufacturing sites, sales sites, and affiliated companies. The Risk Management Committee reports to the Board of Directors, which provides feedback. The committee meets twice a year and as needed. The executive officer (appointed by the president) serves as chairperson, while the heads of the Corporate Planning Department, Technology Division, Human Resources & General Affairs Department, Legal Department, Corporate Communications Department, Accounting Department, Information Systems Department, Materials Department, and Intellectual Property Department serve as committee members. The full-time Audit and Supervisory Committee member and the head of the Internal Control Office serve as observers. The Legal Department serves as the secretariat, and the Security Export Control Subcommittee, Information Security Management Subcommittee, Accounts Payable Management Subcommittee, and BCP Subcommittee serve as subcommittees. The committee's main responsibilities include determining risk management response policies, verifying and evaluating risk comprehensiveness, formulating risk management measures, verifying risk reduction measures, managing progress, and evaluating them. It also includes risk management education, reviewing operational audit follow-up, and verifying and evaluating the status of security export control.

Diagram of Risk Management Committee organization

Countermeasures

Risk assessment process

The Risk Management Committee takes the lead in preparing a list of risks in consideration of the business characteristics of each department and the environment surrounding the business, including global political, economic, and social conditions. Based on this list of risks, a questionnaire is sent to each NOF site and Group company to estimate the impact and frequency of each risk. Using the results of this questionnaire, the general managers of each division carry out risk evaluations. Based on the results, the Risk Management Committee identifies the risks whose response status should be recognized by management and consults with the Board of Directors to select the key risks for monitoring.

This diagram summarizes the flow of risk assessment. First, anticipated risks within the NOF Group are identified and a risk list is created. Next, the heads of each department conduct risk assessments using a questionnaire. The results are compiled and the impact and frequency of the risks are evaluated. A risk map for the entire NOF Group is then created. From the completed risk list and risk map, important risks for management are extracted, and priority monitoring is selected by the Board of Directors. Finally, the committees responsible for each risk report the progress of responses to priority monitoring risks to the Board of Directors.

Flow of risk assessment

Risk map (excerpt)

The risk map is prepared based on the results of a questionnaire estimating the impact and frequency of risks at each NOF site and Group company, as well as the results of risk evaluation by managers of each department. The risk map is regularly revised and key risks for monitoring are selected in order to implement activities aimed at enhancing the NOF Group’s resilience.

This is an excerpt from a risk map. The vertical axis indicates the degree of impact on business, and the horizontal axis indicates the likelihood of occurrence, assessed on a five-point scale. 45 risk items are mapped, categorized into core processes, management processes, support processes, and external environment risks. NOF's key monitoring risks are quality control, governance failures at overseas bases, cyber attacks, harassment, and human rights violations.

 

Overview and status of countermeasures of key risks for monitoring

 

Key risks for monitoring Risk description Ongoing countermeasures
Harassment / 
human rights abuses
Possible decline in trust in the Company due to human rights abuse, such as abuse of authority and sexual harassment at workplaces
  • Revise the NOF Group Corporate Code of Ethics and the Compliance Manual
  • Establish a consultation service with male and female employees as well as a contact point with attorneys
  • Implement a company-wide employee engagement survey and feed back results to employees
Cyberattacks and 
information system failures
Possible information leaks and interruption of business activities, due to illicit access from external such as cyberattacks and information system failures
  • Establish the information security management rules and appoint a person responsible for information security management, etc.
  • Develop a defense system against illicit access and implement safety measures at appropriate, rational levels
  • Raise the overall level of security measures at each company and promote stronger incident response capabilities
Inadequate governance 
of overseas bases
Possible decline in trust in the Company due to fraud, such as violations of laws and regulations, as a result of inadequate governance at overseas bases
  • Develop a system for ensuring the appropriateness of business operations
  • Request a regular report on the state of business execution and financial conditions, etc.; conduct business audits
  • Strengthen communication through regular meetings with the NOF Head Office
Quality control Possible decline in trust in the Company due to quality fraud, falsification of quality inspection results, and other situationsRisk of a significant increase in workload due to rising customer quality demands
  • Ensure strict management of data related to quality control
  • Raise awareness and train employees
  • Conduct regular management audits

Overview of major risks and status of countermeasures

 

Major risk Risk description Ongoing countermeasures
Technology leaks Possible decline in the NOF Group’s competitiveness, due to leakages of technology and technical information, which allows similar products/technologies to be provided by competitors
  • Establish rules for trade secrets
  • Develop a management system for trade secrets
  • Strengthen information security training for employees
Raw material procurement Risk of social credibility falling due to human rights violations such as forced labor and child labor, or procurement of raw materials suspected to damage the environment
  • Statement of compliance with the CSR Procurement Policy and CSR Procurement Guidelines in sales contracts
  • Ongoing supplier surveys through various questionnaires
Occupational accidents 
and incidents
Possible casualties among employees and neighborhood residents, possible suspension of business activities, and possible compensation for damages as a result of large-scale fires and explosion accidents at plants
  • Continuously improve health and safety levels through Responsible Care activities
  • Strengthen the system for conducting safety assessments at the time of new construction
  • Formulate emergency response manuals and implement trainings
  • Implement joint disaster prevention drills and dialogue activities with local municipalities
Intellectual property 
infringement, etc.
Possible compensation for damages and possible orders to suspend manufacturing and shipment, due to infringements of intellectual property rights
  • Develop a check system for intellectual property management and patent infringement
  • Educate employees on intellectual property including patents and trademarks
Violations of laws 
and regulations
Possible suspension of business activities and possible payments of surcharge, etc. following administrative dispositions taken in response to violations of laws and regulations, such as the Unfair Competition Prevention Act, Antimonopoly Act, Subcontract Act, Foreign Exchange and Foreign Trade Act, Chemical Substances Control Law, and Pharmaceutical and Medical Device Act
  • Prepare a Global Compliance Manual and country-specific compliance manuals based on the legal systems of each country
  • Establish compliance lecture and contact points for whistleblowing/consultation
  • Establish a system for disseminating information on revisions to laws and regulations
Earthquakes,
tsunami, 

infectious diseases
Possible interruption of production activities or business activities, including sales and distribution, due to earthquakes, tsunami, or other natural disasters
  • Formulate a business continuity plan (BCP)
  • Conduct BCP training and internal audits
  • Implement flood countermeasures for critical facilities
Delays in fostering 
human resources
Possible stall in development of core human resources who will be responsible for business growth, due to a delay in implementing the human resource development plan
  • Build a system for deliberation and evaluation of company-wide human resources development policy plans
  • Build a system to oversee progress and results related to human resources development
Inadequate
disclosure of 

non-financial information
Possible loss of trust from stakeholders due to uncertainty about economic and environmental impact as well as social reputation
  • Preparation of a roadmap for statutory disclosure
  • Introduction of a system to optimize the collection and aggregation of sustainability information

BCP Strengthening

Promotion of the Business Continuity Plan (BCP*)

NOF has formulated a BCP to enable its core business to be continued or, if damaged, to be restored quickly while minimizing the loss of business assets in the event of a natural disaster such as an earthquake or tsunami, or an emergency situation such as the COVID-19 pandemic. The activities of the BCP Subcommittee primarily focus on the formulation of a manual to determine the responses to be implemented in normal times and in emergencies, in addition to the preparation and yearly renewal of information on the estimated damages to plants and various government, infrastructure, and supply chain-related information required for resuming operations. Additionally, the BCP Subcommittee performs annual internal audits and training in an effort to firmly establish the BCP and enhance its effectiveness.
In fiscal 2024, based on the results of training from the previous fiscal year, we conducted company-wide joint training on the assumption of complex risks, including cyberattacks on overseas bases and the evacuation of Japanese employees from other countries. The training focused on smooth information sharing and cooperation between the Emergency Headquarters at the Head Office and local bases to verify the effectiveness of the BCP.

 

BCP is an acronym of Business Continuity Plan. The plan illustrates policies, systems, and procedures designed to prevent important operations from being interrupted, or, if business is interrupted, that it is restored within the shortest possible timeframe even in the face of unforeseen events, such as a major earthquake or other natural disaster, the spread of infectious disease, a terror attack or other incident, a major accident, a disrupted supply chain, or a sudden change in the business environment.

Information Security Management

Management of trade secrets and protection of personal information

NOF considers information assets such as trade secrets and personal information entrusted to us by customers or business partners, or held by us, as well as systems for utilizing such information as important management resources in corporate activities. Based on the recognition that establishing robust information security for the information assets is essential for stable management, we have established the Information Security Policy as a basic principle for promoting effective utilization and protection of information assets. At the same time, based on the recognition that protecting personal information is a fundamental social responsibility, we have established and published the Privacy Policy.
Under such policies, we have set forth specific measures for enhancing the levels of confidentiality, completeness, and availability of information and specific ways of handling personal information in our internal rules and manuals and are ensuring thorough dissemination and understanding within the company. Such internal rules and manuals include: Information Security Management Rules, Personal Information Protection Rules, Provisions Related to Information Systems, Confidential Information Handling Manual, and Information Equipment Handling Manual.

NOF Group Information Security Policy

The NOF Group considers information such as trade secrets and personal information entrusted to us by customers or business partners, or held by the Group, as well as systems, etc. for utilizing such information (below, “information assets”) as important management resources in corporate activities. Based on the recognition that establishing robust information security for information assets is essential for stable management, we have established the below Policy and ensure compliance therewith.

 

  1. The NOF Group shall develop the information security system to further strengthen the management function of information assets.
  2. In order to protect the information assets from leakage, falsification, and destruction, the NOF Group shall provide information security education for employees, develop regulations, and implement technical measures for information systems.
  3. The NOF Group shall comply with laws, regulations, codes, and contractual obligations related to information security.
  4. In the event of an information security incident, the NOF Group shall respond promptly and appropriately to each incident and prevent a recurrence.
  5. The NOF Group shall maintain and continually improve these efforts in this Policy.
Management system

In the internal organizational aspect, the Information Security Management Subcommittee is set up to deliberate and make decisions on important matters related to information security. Under the Information Security Management Supervisor, who is the chairperson of the Subcommittee, document information security management supervisors, electronic information and information system security management supervisors, personal information complaints handling supervisors, as well as a person responsible for management at each division, site, and department are appointed to manage the implementation of specific measures. Against threats such as unauthorized access from external, information leakage, falsification, and destruction, appropriate and reasonable security measures are implemented. In addition, NOF continually reviews and strives to improve the information security management and personal information protection systems and measures through internal audits.

This is NOF's information security management structure. Under the president are the information security management chief and the information security management subcommittee. Below them are the document information security manager, electronic information and information system security manager, personal information complaints handling manager, secretariat, and departments/locations. Under the department/location information manager, each department has a department information manager, who is further under the manager, and finally the users.

Diagram of NOF’s information security management system
 

Risks and opportunities in information security and measures against risks

 

Risks and opportunities Details Measures
Risks
  • Long-term stoppage of production, sales, and R&D activities and loss of corporate credibility due to cyberattacks
    (illicit access, malware infection)
  • Loss of corporate trust and reduction in technological competitiveness due to leakage of confidential or personal information
  • Conduct self-inspections, and develop and implement improvement plans
  • Information sharing through meetings of IT managers at Domestic Group companies
    (once a year)
  • Conduct training on handling suspicious emails (once a year)
  • Respond by HDD encryption for computers taken outside the company and restrictions on the use of private storage media
  • Provide information security-related e-learning training for employees (once a year)
Opportunities
  • Improvement of corporate competitiveness through cybersecurity measures
  • Earning of customer trust and enhancement of corporate brand value by strengthening information asset management
  • Increased employee awareness through strengthened information security

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