Governance

We consider the continuous strengthening of corporate governance to be a key management priority and are striving to build an effective system.

Corporate Governance

Governance Promotion System

TOREI has adopted three core values as its business philosophy, and through fair and honest business activities, it aims to continuously improve corporate value and contribute to the creation of a prosperous life and a sustainable society, which it believes is how it can meet the expectations of all stakeholders. To achieve this, we have made it a key management principle to continuously strengthen corporate governance as a foundation for ensuring soundness, transparency, and efficiency in our operations.

Compliance Promotion System

Our company considers compliance to be one of the most important management priorities and is positioned as the foundation of our business activities. Beyond complying with laws and regulations, we aim to remain a company trusted by society, and we are continuously working to improve and operate our compliance system. In April 2025, in order to strengthen the TOREI Group's compliance promotion system, we established a new "Compliance Management and Crisis Management Office" directly under the Chief Compliance Officer. In the event of a violation, we will promptly investigate and correct the matter, inform employees of the incident and the response plan as necessary, and work to prevent recurrence.

Furthermore, since 2022, we have established the "TOREI Group Code of Conduct" for officers and employees of the TOREI Group. This code clearly defines the values that our group cherishes and the standards of conduct expected of our officers and employees, and we strive to ensure that these standards are understood and strictly followed.

Reporting and consultation desk

As part of our internal reporting system, we have established a contact point where employees can report and seek advice regarding compliance-related issues (such as violations of laws and codes of conduct), and we have made this information known to all employees. The contact point will be revamped in fiscal year 2026. In addition to the company's compliance department, an external lawyer hotline, "TOREI Group Hotline," will be established, allowing all TOREI Group employees to report issues directly.
Furthermore, in order to protect the privacy of the whistleblower, we will not disclose their name or any other identifying information to internal personnel without their explicit consent. Reports will not be used for purposes other than those for which they were submitted, will be handled only to the minimum extent necessary, and any detrimental treatment of reporters or collaborators is strictly prohibited.

Efforts toward internal control

Basic policy regarding the establishment of an internal control system

TOREI, as part of the entire Toyo Refrigeration Group including its subsidiaries, has resolved basic policies at its Board of Directors meeting in order to improve corporate value through appropriate and efficient business operations that comply with laws and regulations and the Articles of Incorporation. TOREI continuously strives to improve and strengthen these basic policies based on their implementation status.

1. System to ensure that the execution of duties by directors complies with laws and regulations and the articles of incorporation.
2. System for the preservation and management of information related to the execution of duties by directors.
3. Regulations and other systems related to risk management
4. Systems to ensure that the duties of directors are performed efficiently.
5. System for ensuring the proper conduct of operations within the Toyo Refrigeration Group
6. Matters concerning employees who should assist the auditors, and matters concerning the independence of such employees from the directors.
7. System for reporting to corporate auditors
8. Other systems to ensure that audits by corporate auditors are conducted effectively.

Crisis Management / Business Continuity Management

BCP

To prepare for situations that could have a significant impact on our business activities, we have developed and implemented a Business Continuity Plan (BCP) with the following objectives:

the purpose

▶︎ Minimize business interruptions and reduce the impact on society and the economy through proactive prevention, mitigation, and rapid recovery.
▶︎ We will continue essential operations while prioritizing the safety of human lives and protecting the jobs of our employees.
▶︎ As a company that ensures a stable supply of essential goods, we will fulfill our social responsibility.

effort

1. Internal regulations regarding crisis management
We anticipate a variety of crises, including natural disasters, international and political risks, infectious diseases, and compliance violations/scandals, and have established basic policies, response priorities, and implementation structures (crisis management headquarters) for emergencies. We have also established procedures for setting up and operating an alternative crisis management headquarters in the event that the head office becomes dysfunctional.
2. BCP Implementation and Training
Based on our established Business Continuity Plan (BCP), we conduct annual training exercises simulating natural disasters and serious product accidents. During the training, participants confirm their roles and responsibilities, and evaluate the feasibility of autonomous initial response actions and the effectiveness or deficiencies of the current Business Continuity Plan (BCP). Furthermore, we continuously revise and improve our methods based on the results.
3. Emergency supplies
Disaster preparedness supplies have been deployed to all business locations. As a general rule, we secure enough food and drinking water for three days and store and manage it at designated evacuation sites.
The storage location and usage instructions are communicated to employees through evacuation drills and other means.