Basic Approach to Internal Control Systems and State of Implementation Thereof

The Company’s Board of Directors has passed the resolution below on implementation of internal control systems. The MGC Group will implement internal controls in accord with the policies set forth therein.

(Content of Board of Directors’ Resolution)

1. Systems for Ensuring Duties of Directors and Employees Are Executed in Compliance with Laws, Regulations, and Articles of Incorporation

1) The Company shall view compliance as broadly encompassing conformity with laws, regulations, Articles of Incorporation, and internal rules, as well as the conduct of fair, transparent, and free business based on an awareness of corporate responsibility to society, and shall establish MGC Corporate Behavior Guidelines, Compliance Rules, and MGC Group Code of Conduct.
2) The officer in charge of Compliance shall be appointed and a Compliance Committee chaired by said officer shall be established as an organization directly under the President. The Compliance Committee shall investigate compliance violations, and also discuss, formulate and make recommendation for corrective and preventive measures.
3) In order to ensure that the Company and its Group companies construct, maintain and operate internal controls appropriately the Company shall establish Basic Rules on Internal Control & Risk Management. The Internal Control & Risk Management Committee shall be chaired by the officer in charge of Internal Control & Risk Management and shall be established as an organization directly under the President. In order to ensure its effectiveness, the Internal Control & Risk Management Committee shall cooperate with the Compliance Committee and Internal Audit Division.
4) In order to detect compliance violations of the Company and respective companies of MGC Group and take corrective measures promptly, Compliance Hotline shall be established as a means of receiving internal reports from officers, employees, their families, contractors, business partners, and the like.
5) In order to eliminate antisocial forces, in addition to clarifying MGC Group’s firm stance against such forces in the MGC Corporate Behavior Guidelines and the MGC Group Code of Conduct, the Company shall promote its policies in each relevant department.
6) An Internal Audit Division shall be established to conduct internal audits pursuant to the Internal Audit Rules in addition to auditing by Audit & Supervisory Board Members and by the independent auditor.
7) The Company shall issue an MGC Compliance Handbook and distribute it to officers and employees to ensure MGC Group's understanding of the compliance, as well as cultivate awareness of compliance through education and training.

2. Systems for Ensuring Efficient Execution of Duties by Directors

1) The Company shall separate the decision-making, supervision, and business execution functions of the management and implement an Executive Officer system for expeditious decision-making and business execution. At the same time, in the operating divisions to achieve efficient business management accountability for performance shall be clarified.
2) In order to make decisions on matters that have material effect on the Company based on multifaceted considerations, a Management Council shall be established to deliberate on management policies and an Operations Council shall be established to deliberate on specific execution plans.
3) Organization Regulations, Segregation of Duties Rules, and Rules Defining Extent of Authority shall be established to clarify the duties and authorities of directors to ensure efficient and appropriate execution of duties.
4) Performance shall be monitored based on numerical targets clarified through the Group’s medium-term management plan, annual budget, and the like.

3. System for Archiving and Managing Information on Execution of Duties by Directors

Information pertaining to the execution of duties by directors shall be archived and managed in accordance with the Document Control Procedures and other internal rules.

4. Rules and Other Systems for Managing Risk of Loss

1) The Company shall establish Internal Control & Risk Management Rules in order to understand and appropriately manage business risks as MGC Group.
2) The Internal Control & Risk Management Committee shall identify the status of risk management and provide supervision and instructions on prioritizing risks and devising reduction measures.
3) Being a chemical manufacturer, the Company shall engage in responsible care (RC) activities as a voluntary undertaking to ensure environmental protection and safety through the life cycle of chemicals from production to disposal.

5. System for Ensuring Appropriate Execution of Business by MGC Group

While valuing the autonomous management of all Group companies and clarifying the managerial accountability of its Board of Directors, the Company has established the following systems that include the maintenance of various regulations to ensure the appropriate execution of business within the MGC Group.
Also, regarding the appropriate execution of business within the MGC Group, companies within the Group are controlled through methods including the assignment of officers and the exercise of voting rights as required of the nature of the business, degree of importance, etc.

In addition to establishing departments responsible for items relating to Group management as well as divisions that supervise individual Group companies, regulations such as Rules on Subsidiaries and Affiliates are maintained and a reporting system is created in order to receive regular and emergency reports from each of the Group companies.
Regarding Internal Audit Rules, Group companies are also subject to internal audits. Also, regarding Basic Rules on Internal Control & Risk Management, risk management conducted by Group companies are also subject to these rules, and instruction and education are carried out so that Group companies will maintain and improve appropriate risk management systems.
The Company establishes the MGC Corporate Behavior Guidelines and the MGC Group Code of Conduct as basic policies for the entire Group and seeks from each Group company the maintenance of compliance structures that meet them. Also, the Company's Compliance Hotline is available to the officers and employees of each Group companies (including retires), as well as their families, contractors, business partners, etc.
Through medium-term management plans, annual budget, etc. of Group companies, the Company clarifies each company's performance goals and conducts performance management based on these goals. Regarding important business activities performed by Group companies, the Company's supervisory division ensures appropriate decision-making through management discussions, etc.

6. Systems for Ensuring Effective Auditing of Audit & Supervisory Board Members

(1) Matters Related to Employees Assisting with Audit & Supervisory Board Members’ Duties Employees shall be assigned to assist Audit & Supervisory Board Members with their duties pursuant to consultations with Audit & Supervisory Board Members.
(2) Matters Related to Independence from Directors of Employees Assisting with Audit & Supervisory Board Members’ Duties Employees assigned to assist with the duties of Audit & Supervisory Board Members shall engage full time in said assignment and shall not be subject to orders and instructions from directors. The prior consent of the Audit & Supervisory Board is required for their transfer, appraisal, and disciplinary punishment.
(3) Matters Related to Ensuring Effectiveness of Orders Given to Employees Who Assist Audit & Supervisory Board Members in Their Duties It is made clear that employees who assist Audit & Supervisory Board Members in their duties are to obey instructions given to them by Audit & Supervisory Board Members, and employees who possess the aptitude for such duties are nominated.
(4) Matters Related to Reports from Directors and Employees to Audit & Supervisory Board Members
1. 1) In the event directors or employees find violations of laws and regulations or facts and the like that may cause significant damage to the Company, they must report said violations, facts, and the like to the Audit & Supervisory Board Members in accordance with laws, regulations, Compliance Rules, and other internal rules.
2. 2) Directors and employees must report regularly, and promptly in the case of important matters, on the execution status of business operations including internal controls of the Company and supervised Group companies, risk management and implementation of compliance with the Audit & Supervisory Board Members, as well as promptly conduct investigations and provide reports in the event Audit & Supervisory Board Members request investigations and reports concerning these statuses.
3. 3) Directors, Audit & Supervisory Board Members, and employees of Group companies will, based on laws and regulations, quickly conduct surveys and deliver reports in the case that a report is demanded from Audit & Supervisory Board Members.
4. 4) The Compliance Committee must promptly report to Audit & Supervisory Board Members the content of consultations and reports involving the Company or Group companies received through Compliance Hotline.
(5) Matters Related to Treatment of Individuals Who Make Reports, etc. to Audit & Supervisory Board Members
Individuals responsible for aforementioned reports and surveys as well as those who work together with them, etc. shall not be subject to work reassignment, discrimination, or other unfavorable treatment as a result of that action, and knowledge of this prohibition will be made well-known.
(6) Matters Related Costs, etc., Resulting from Execution of Audit & Supervisory Board Members' Duties
1. 1) In order to defray costs that occur as the result of the execution of Audit & Supervisory Board Members' duties, an appropriate budget shall be established each fiscal year based on projected activities.
2. 2) If a request for prepayment or settling of accounts regarding costs necessary for the execution of Audit & Supervisory Board Members' duties is received, the Company shall promptly comply.
3. 3) Even in cases where costs incurred as the result of the execution of Audit & Supervisory Board Members' duties exceed the amount budgeted for each fiscal year, Audit & Supervisory Board Members and the related directors shall meet and as a rule make considerations to respond to the necessity of those costs.
(7) Other Systems for Ensuring Effective Auditing of Audit & Supervisory Board Members
1. 1) Representative directors shall arrange for regular exchange of views with Audit & Supervisory Board Members. Further, the Internal Audit Division and the independent auditor shall communicate and deliberate with Audit & Supervisory Board Members to ensure the effectiveness of Audit & Supervisory Board Members’ operations.
2. 2) Audit & Supervisory Board Members may attend Board of Directors meetings and other important meetings in order to understand the decision-making status regarding important matters and the execution status of business operations, in addition to reviewing important documents and requesting explanations of directors and employees on the execution of business operations.
3. 3) In the case that the Audit & Supervisory Board requests the use of independent external specialists, the Company shall bear those costs, excepting cases where their use is deemed not necessary to the execution of Audit & Supervisory Board Members' duties.

Date last revised: June 27, 2023