ABOUT Development and Operation of 
the Internal Controls System

Development of the Internal Controls System (Fundamental Policies)

To provide unparalleled service to the customers, increase corporate value, and contribute to the betterment of society, JAL Group has established the Fundamental Policies of Corporate Governance. To increase its effectiveness, we have established rules and organizations concerning the following systems and matters, and ensure that business operations are conducted appropriately in accordance with the Companies Act and Companies Act Enforcement Regulations. We evaluate and verify development and operation of the internal control system and implement corrective action when correction is required.

01.We have developed a system to ensure compliance with the Articles of Incorporation and laws and regulations governing the execution of the duties of directors.

  1. We have established JAL Philosophy as behavioral guidelines of the Company. Directors and employees are encouraged to abide by these practices.
  2. The Board of Directors decides the Fundamental Policies on the Internal Controls System and the General Affairs Department promotes development of the internal control system.
  3. The General Affairs Department supervises compliance operations and monitors development and operation of relevant company regulations.
  4. We have developed an audit system to ensure the duties of directors and employees are executed in compliance with applicable laws and regulations.

02.We have developed a system concerning the preservation and management of information concerning the execution of the duties of directors

We preserve and manage information concerning the execution of duties of directors in compliance with applicable laws and regulations and company regulations.

03.We have developed regulations and other systems concerning risk management of losses.

In order to manage risks to JAL Group, we have established a Council for Safety Enhancement, a Risk Management Committee, and a Financial Risk Committee, etc. to appropriately manage risks, and the General Affairs Department has established Guidance for JAL Group Internal Control to monitor the appropriateness of duties and proactively prevent risks of losses. In addition, we are prepared in the event of a risk of losses and strive to minimize losses.

04.We have developed a system to ensure that the duties of directors are executed efficiently.

  1. We hold ordinary Board of Directors meetings once a month and extraordinary meetings when it is necessary to make important decisions regarding group management policies and plans. In addition, to ensure the duties of directors are executed efficiently, we have established meeting structures such as the Management Committee and Group Earning Announcement Session.
  2. We have defined administrative authority, authority of managerial posts, division of duties, etc.in accordance with company regulations, and have segregated authority in order to ensure that duties are executed efficiently.

05.We have developed a system to ensure that duties in JAL Group are executed appropriately.

  1. We have established JAL Group Business Management Regulations to ensure that each subsidiary has established a system to carry out management in a fair and efficient manner in accordance with JAL Philosophy. The General Affairs Department has also enacted Guidance for JAL Group Internal Control and continuously monitors the appropriateness of duties.
  2. We have developed a system to report matters concerning the execution of the duties of directors of subsidiaries, etc. to the Company.
  3. We have developed regulations and other systems for risk management of losses of subsidiaries.
  4. We have developed a system to ensure the duties of directors of subsidiaries, etc. are executed efficiently.
  5. We have developed a system to ensure that directors, etc., and employees of subsidiaries execute duties in compliance with applicable laws, regulations and the Articles of Incorporation.

06.We have developed a system concerning employees in case corporate auditors require the assignment of employees to support their duties, a system concerning independence of such employees from directors, and a system to ensure that instructions by corporate auditors to those employees are effective.

07.We have developed a system concerning reports, etc. to corporate auditors

  1. We have developed a system for directors and employees to report to corporate auditors.
  2. We have developed a system for directors, corporate auditors, employees or persons who receive reports from them to report to corporate auditors.
  3. We have developed a system to ensure that persons who report are not subjected to disadvantageous treatment as a result of reporting.

08.We have developed a system for advance payment or repayment of costs arising from the execution of the duties of corporate auditors and the policy for processing of costs or liabilities arising from the execution of other duties.

09.We have developed other systems to ensure that audits by the Board of Corporate Auditors or corporate auditors are executed effectively.

Operation of the Internal Controls System

To provide unparalleled service to the customers, increase corporate value, and contribute to the betterment of society, JAL Group has established the Fundamental Policies of Corporate Governance. To increase its effectiveness, we have established rules and organizations concerning the following systems and matters, and ensure that business operations are conducted appropriately in accordance with the Companies Act and Companies Act Enforcement Regulations. We evaluate and verify development and operation of the internal control system and implement corrective action when correction is required.

01.We have developed a system to ensure compliance with the Articles of Incorporation and laws and regulations governing the execution of the duties of directors and employees.

  1. We conduct JAL Philosophy Education seminars according to the fiscal year plan.
  2. We have revised regulations in adherence to the spirit of the Corporate Governance Code, such as Fundamental Policies of Corporate Governance, and at the same time, submitted a Corporate Governance Report reflecting the revisions to the Tokyo Stock Exchange and disclosed them on the corporate website, etc. We have also taken necessary action and developed systems for each principle.
  3. We have established Fundamental Policies on the Internal Controls System and JAL Group Internal Control Guidance, and have developed, operate and evaluate internal control concerning the Companies Act and Financial Instruments and Exchange Act.
  4. We disseminate our Compliance Hot Line (internal and external contacts) to staff in a compliance information newsletter issued every three months in principle and on the Intranet.
  5. We inspect attributes of new business partner candidates, and conduct a review every three years as a regular inspection to verify whether there are any changes in attributes and/or information.
  6. Legal considerations are explained to Directors to ensure that they are aware of their duties, authorities, and responsibilities including the fiduciary duty of loyalty and the duty of care as a prudent manager. We provide education courses for employees, etc. to ensure that they acquire the necessary knowledge to perform their duties.
  7. The Audit Department inspects the development and operation of the internal controls system stipulated by JAL Group Internal Control Guidance according to the fiscal year plan. It reports audit results of each audit to management and regularly reports progress of audits and audit results to corporate auditors.
  8. The Maintenance Audit Department conducts inspections to verify that maintenance work is performed according to laws, regulations and internal rules.
  9. The Corporate Safety and Security Promotion Department holds meetings of the Group Council for Safety Enhancement, inspects deliberations, involvement, instructions, etc. on safety by management through submitted reference materials, etc. according to the Safety Audit Plan. It conducts Safety Roving of branch offices and operational audits.

02.We have developed a system concerning the preservation and management of information concerning the execution of the duties of directors.

  1. We prepare information (documents, minutes) on decision-making of the Board of Directors and other important meetings, and information (circular 'Ringi' documents) on important approvals according to laws, regulations, Regulations for the Board of Directors, regulations of various meeting structures, and Regulations for Kessai and Administrative Authority, and retain and manage them according to Regulations for Retention and Storage of Documents.
  2. We manage the system relating to the e-Ringi system (Kessai and Ringi system) safely and deal with unexpected situations appropriately.

03.We have developed regulations and other systems concerning risk management of losses.

  1. We nurture risk management consciousness of each staff to prepare ourselves for unexpected situations, such as conducting a group-wide notification exercise using the safety confirmation safety twice a year in principle.
  2. We oversee manuals of each division to further develop and increase effectiveness of the Business Continuity Plan of various assumed risks. The department in charge of the Post-Earthquake Business Continuity Plan is currently establishing a plan. We participated in the Pandemic Influenza Notification Exercise conducted by the Japanese Government on November 27, 2015 as a designated public business operator, and have reconfirmed the effectiveness of the internal notification system specified in the Business Continuity Plan.
  3. We maintain a system to regularly extract risks in the JAL Group including status of compliance with laws and regulations through a risk assessment, extract potential and apparent risks facing the JAL Group, and report to management at Risk Management Committee meetings.
  4. To care for families and the bereaved who suffer damage caused by an aircraft accident, we have established a system to provide Care Staff Education courses for staff promoted to manager, by incorporating a course in the curriculum for Training for New Managers. For managers in Tokyo who did not have the opportunity to attend Care Staff Education courses in the past, we hold seminars whenever the need arises. In fiscal year 2017, the number of staff appointed to Care Staff will reach 1,000 persons.

04.We have developed a system to ensure that the duties of directors are executed efficiently.

  1. We have established a corporate governance system to ensure quick, appropriate management decisions, and at the same time, demonstrates high management transparency and strong management monitoring according to the JAL Group Corporate Policy, and strive to increase corporate value and fulfill accountability. The Board of Directors has established Fundamental Policies on Corporate Governance, which are important fundamentals next to the Companies Act, related laws and regulations, and the Articles of Incorporation, to ensure corporate governance.
  2. We have clarified basic matters for managerial staff of the Company according to Regulations for Managerial Staff, to ensure that duties are executed efficiently according to Regulations for Meeting Structures and Regulations for Kessai and Administrative Authority, Segregation of Duties Regulations.
  3. We review Regulations for Kessai and Administrative Authority appropriately and have established an efficient decision-making process.
  4. We provide Transactions Education courses for staff mainly engaged in transaction operations

05.We have developed a system to ensure that duties in JAL Group are executed appropriately.

  1. We have established JAL Group Company Management Regulations and Guideline for JAL Group Internal Control, and the General Affairs Department mainly monitors the appropriateness of duties.
  2. We manage the e-Ringi system safely and deal with unexpected situations appropriately.
  3. Information on the duties of the Board of Directors is stored and managed appropriately according to laws, regulations and internal rules. 
  4. We coordinate and share information with staff in charge of compliance in each division and administration departments on a daily basis, instruct them on compliance and risk management, deal with events and establish preventive measures, and thus provide guidance which contributes to improving the compliance and risk management system of each company and division.
  5. We clarify basic relationships of business operations with the Company.
  6. We have established Regulations for the Board of Directors, an Administrative Authority Criteria Table, etc. to ensure that duties are executed efficiently.
  7. We inspect priority items of the JAL Group Medium Term Management Plan and fiscal year operating policy through Roving, Expanded Earnings Announcement Sessions, etc. and conduct monitoring to ensure that initiatives to achieve our targets are implemented properly.
  8. We strive to develop an environment to ensure that duties are executed surely and efficiently, such as holding meetings of administration directors and various seminars.
  9. We have established Guideline for JAL Group Internal Control and developed a system to ensure that duties are executed appropriately.
  10. We conduct JAL Philosophy Education seminars according to the fiscal year plan.
  11. We share information on compliance with administration departments and release relevant information to staff and organizations as necessary. We assemble staff in charge during Compliance Month and hold seminars.
  12. We disseminate and reinforce matters relating to legal affairs to directors, employees, etc.
  13. The Audit Department conducts auditing appropriately.
  14. The Maintenance Audit Department inspects and verifies that maintenance work is performed according to various laws and regulations and internal regulations.
  15. The Corporate Safety and Security Promotion Department conducts safety audits appropriately.
  16. We hold training for new managers and seminars on legal affairs as necessary, and have established a system to ensure that the execution of duties fulfills laws, regulations and the Articles of Incorporation.

06.We have developed a system concerning employees in case corporate auditors require the assignment of employees to support their duties, a system concerning independence of such employees from directors, and a system to ensure that instructions by corporate auditors to those employees are effective.

To increased effectiveness of audits by corporate auditors and execute audit duties smoothly, we have established an organization independent from the Board of Directors and assigned employees (corporate auditor staff). Corporate auditor staff receive work instructions and orders from corporate auditors, and they are appointed with consent of corporate auditors.

07.We have developed a system concerning reports, etc. to corporate auditors.

  1. Corporate auditors attend board meetings and other important meetings, read Ringi documents requiring approval from director and above, and audit the status of execution of corporate duties through interviews with the President, hearings with related departments, visits to internal departments, etc.
  2. Corporate auditors exchange opinions and information regularly with corporate auditors of subsidiaries and visit subsidiaries.
  3. We have established an internal Compliance Hot Line, and have established a system to provide consultation on compliance issues and protect staff who report violation of laws, regulations and internal rules by organizations or individuals. Furthermore, we have opened a new external Compliance Hot Line, and strive to quickly detect and rectify illegal acts, etc. and increase compliance.

08.We have developed a system for advance payment or repayment of costs arising from the execution of the duties of corporate auditors and the policy for processing of costs or liabilities arising from the execution of other duties.

Necessary expenses for audits by corporate auditors are paid appropriately.

09.We have developed other systems to ensure that audits by the Board of Corporate Auditors or corporate auditors are executed effectively.

Corporate auditors exchange opinions and information regularly with the Audit Department and auditing company and increase effectiveness of audits.

"Fundamental Policies on the Internal Controls System" was revised, abolishing the Managing Executive Officers Committee and establishing the Management Committee, through a resolution of the JAL Board of Directors on March 30, 2016, and took force on April 1, 2016. "Operation of the internal controls system" above describes status of initiatives for "Fundamental Policies on the Internal Controls System" as of March 31, 2016.