Internal Control System

Basic Approach to the Internal Control System and Development Status

Pursuant to the Companies Act and the Ordinance for Enforcement of the Companies Act, Yaskawa Electric’s Board of Directors provides as follows for “A system for ensuring that the execution of duties by directors complies with laws and regulations and the articles of incorporation, and other systems for ensuring that the business of the company is appropriate” (so-called “Basic Policy for the Internal Control System”). Thereby the corporate group (hereinafter referred to as “Yaskawa Group”.) consisting of Yaskawa Electric and its subsidiaries respond appropriately to social requirements and make continuous improvements.

1. A system to ensure that the execution of duties by directors and employees of the Yaskawa Group complies with laws and regulations as well as the Articles of Incorporation, and a system to ensure the appropriateness of business operations

(1) Yaskawa Electric has established the “Group Principle of Management” and the “Guidance on Yaskawa Group Code of Conduct” to ensure that all directors and employees of the Yaskawa Group comply with laws and regulations and behave with good social sense, and strives to ensure thorough awareness of these matters.
(2) In order to ensure the reliability of financial reporting in the Yaskawa Group, Yaskawa Electric enhances its operations by developing, operating and evaluating internal controls over financial reporting.
(3) Yaskawa Electric appoints several highly independent outside directors to enhance the board’s ability to supervise the directors’ performance of their duties.
(4) The Yaskawa group defines the authority of the managerial level and clarify the authority of the managerial level.
(5) The Yaskawa Group clarifies the division of duties and authority based on the division of duties and authority to make decisions.
(6) Yaskawa Electric manages the Yaskawa Group’s accounting, including budgeting and performance management.
(7) Based on the “Rules for Management of Affiliated Companies” Yaskawa Electric establishes a division to supervise the management of the Yaskawa Group companies as well as a division to supervise the business.
(8) Yaskawa Electric receives reports on the status of business execution from Yaskawa Group companies and provides guidance, advice and consultation as necessary.
(9) Yaskawa Electric’s Internal Audit Department conducts internal audits of the Yaskawa Group.
(10) The Yaskawa Group develops a compliance system based on the “Basic Rules for Group Compliance”.
(11) Yaskawa Electric establishes a Compliance Committee to discuss and decide on important compliance-related matters.
(12) When a misconduct occurs within the Yaskawa Group, the Compliance Committee takes the lead in investigating and reporting important matters to the Executive Committee, the Board of Directors and the Audit and Supervisory Committee of Yaskawa Electric.
(13) The Yaskawa Group establishes an internal reporting system “Compliance Hotline” with the compliance departments of each company and an external third-party organization working as contact points.

2. System for storing and managing information related to the execution of duties by directors of the Yaskawa Group

(1) The Yaskawa Group prepares, stores and manages minutes of meetings of the Board of Directors based on the “Rules of the Board of Directors”.
(2) The Yaskawa Group stores and manages information related to approval applications based on the “Rules for Application for Approval and Reporting Procedures”.
(3) Yaskawa Electric shall communicate with shareholders and society at large and disclose corporate information in a timely and fair manner.

3. Regulations and other systems concerning the management of the risk of loss of the Yaskawa Group

(1) Based on the “Basic Rules for Crisis Management” Yaskawa Electric clarifies its daily preparations and basic policies in the event of a crisis.
(2) Yaskawa Electric establishes a Risk Management Committee to establish a company-wide risk management system and manage risks.
(3) Based on the “Basic Rules for Crisis Management” Yaskawa Electric clarifies the Yaskawa Group’s daily preparations and basic policies in the event of a crisis. The Risk Management Committee also establishes a risk management system for the Yaskawa Group and provide advice and guidance.

4. System to ensure the efficient execution of duties by directors of the Yaskawa Group

(1) Yaskawa Electric establishes a system to promote the efficient execution of duties by directors in the Yaskawa Group.
(2) The Yaskawa Group defines the authority of the management positions and the authority of the management support positions, and defines duties and employee duties by resolution of the Board of Directors to clarify the division of duties between directors.
(3) Yaskawa Electric establishes an executive officer to separate management decision-making and business execution functions, enhance their respective functions and expedite business execution.
(4) In order to promote the efficient execution of duties based on decision making by directors, the Yaskawa Group clarifies the division of duties and authority of management and department heads based on organizational rules, etc.
(5) The Yaskawa Group organizes an Executive Committee consisting of executive directors, executive officers, etc., to discuss matters requiring prior consultation among the matters resolved by the Board of Directors and important decisions for business execution.

5. Matters concerning employees who are to assist the duties of the Audit and Supervisory Committee of our company, matters concerning the independence of such employees from directors(excluding directors who are Audit and Supervisory Committee Members), and matters concerning the effectiveness of the Audit and Supervisory Committee’s instructions to such employees

(1) Yaskawa Electric establishes a secretariat and dedicated staff to assist the work of the Audit and Supervisory Committee. Such staff shall perform their duties under the direction of the Audit and Supervisory Committee.
(2) Yaskawa Electric consults with the Audit and Supervisory Committee in advance regarding matters related to the authority to appoint, transfer, etc. staff of the Audit and Supervisory Committee and their performance evaluation. In selecting such staff, due consideration should be given to their experience and knowledge.

6. Yaskawa Electric’s system for reporting to the Audit and Supervisory Committee

(1) If any director, auditor or employee of the Yaskawa Group discovers any fact that may cause substantial damage to the Yaskawa Group, such fact shall be immediately reported to the Audit and Supervisory Committee through the designated section.
(2) Yaskawa Electric’s audit and supervisory committee members can attend important internal meetings.
(3) Documents related to important decision-making, such as internal approval applications, are circulated to Yaskawa Electric’s Audit and Supervisory Committee Members.

7. System to ensure that a person who has made a report to the Audit and Supervisory Committee of Yaskawa Electric is not treated disadvantageously on the grounds that he/she has made the said report

The Yaskawa Group prohibits, in its internal rules, etc., disadvantageous treatment of a reporter for reason of reporting to the Audit and Supervisory Committee.

8. Matters concerning the policy on the disposition of expenses arising from the execution of duties of the audit and supervisory committee of Yaskawa Electric

The Audit and Supervisory Committee formulates a cost plan for the execution of its duties. Provided, however, that if Audit and Supervisory Committee Members make a request to Yaskawa Electric for advance payment of expenses, etc. for the execution of their duties in accordance with Article 399-2 (4) of the Companies Act, they shall promptly process such request.

9. Other systems to ensure that audits by Yaskawa Electric’s Audit and Supervisory Committee are conducted effectively

(1) External directors, who are members of the Audit and Supervisory Committee, shall be invited to ensure external transparency and conduct audits from a multifaceted perspective.
(2) Efforts are made to communicate and exchange information among Accounting Auditors, Internal Audit Department and the Audit and Supervisory Committee.
(3) Exchange of opinions are conducted with representative directors, directors, executive officers, etc. as needed to enhance the system for the Audit and Supervisory Committee to obtain important management information.

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