Internal Control System

In order to ensure the work efficacy and efficiency, the credibility of financial reporting, compliance with relevant laws, the conservation of financial assets, and to reinforce risk management, the Board of Directors has adopted a resolution on the basic policy for the development of internal control systems, which is reviewed in a timely and appropriate manner.
The results of operation based on the policy in FY 2022 are described in matters concerning measures to be provided electronically at the 95th General Meeting of Shareholders (non-deliverable documents)(https://www.fujioilholdings.com/ir/library/notice/).
The organization and internal regulation names are current as of the date of submission.

The Company shall establish a system to ensure that the execution of duties by the Board of Directors complies with laws and regulations and the Articles of Incorporation, as well as a system necessary to ensure the appropriateness of the Company's operations, as described below. The Company shall continuously review and improve these policies and systems in a timely and appropriate manner, and strive to maintain and improve the soundness and transparency of management and the efficiency and mobility of business execution through thorough implementation and monitoring.

1. System for ensuring compliance with laws and our Articles of Incorporation for operations executed by directors and employees

(1)

We created a new Fuji Oil Group Management Philosophy outlining our mission and vision, the values governing our actions, and our Code of Conduct. All directors and employees act in accordance with this Philosophy.

(2)

We created a Nomination and Compensation Advisory Committee as a discretionary advisory body to the Board of Directors, consisting of a majority of Independent Outside Directors, to promote transparency in the processes for nominating directors and deciding on renumeration for directors.

(3)

In the event of an act that violates the Fuji Oil Group Management Philosophy Code of Conduct, laws, or compliance regulations, and corrective actions is not taken through our organization, officers and employees (all persons engaged in the business of the Company and the Group are hereinafter collectively referred to as "officers and employees") may report said acts through our Whistleblower Hotline. We take steps to ensure no reporting parties are subjected to unfair treatment due to the act of whistleblowing. Furthermore, we outline Whistleblowing Regulations and have established a Whistleblowing Consultation Desk overseen by an external attorney to ensure the effectiveness of this system. For overseas Group companies, we have established a Compliance Helpline featuring multilingual support to strengthen our compliance structure for the entire Fuji Oil Group.

(4)

Our basic policy is to not have any contact with illegal forces and to maintain a firm stance against any antisocial forces that threaten the order or security of society.

(5)

We have established an Internal Audit Group to serve as the Internal Audit Division. The Internal Audit Group conducts internal audits and submits reports to the Audit and Supervisory Committee and the Board of Directors on the status of internal compliance with laws, the Articles of Incorporation, and internal regulations.

2. Structure for preserving and managing information related to the execution of duties by Directors

We ensure the appropriate storage and management of records mandated by law as well as documents containing important information related to the execution of duties (including electronic records) in accordance with our Document Management Regulations, Basic Information Management Regulations, and other internal regulations.

3. Regulations and other structures related to managing the risk of losses

(1)

The Company has established Risk Management Regulations. The Board of Directors determines group significant risks after the Company’s Management Committee Meeting comprehensively grasps group risks and identifies significant risks through the risk management committees established in each company in the Group. The Management Committee Meeting, which we consider a group risk management organization, appoints an officer in charge of each risk. In addition, to drafting, implementing, checking the progress, evaluating and improving measures to tackle those risks, the details of the considerations and response are then reported to the Board of Directors at least once a year. The Board of Directors monitors that.

(2)

The Company has established Crisis-Response-Regulations as a crisis response. We establish an emergency response headquarters with the leader of that being President and Representative Director of the Company or each company in the Group depending on the severity of the impact on the entire Group. In addition to responding promptly, we have prepared a Crisis Management Manual and we take an appropriate initial response for information disclosure in the event a crisis arises for the Group.

4. Structure for ensuring the efficient execution of duties by directors

(1)

To promote rapid decision-making, we outline internal regulations concerning the division of labor and workplace authority to clarify authority and responsibilities. Additionally, the Management Committee Meeting, whose members include President and Representative Director, managing and executive officers and executive officers, deliberate on important matters twice monthly to contribute to decision-making by President and Representative Director, and the Board of Directors.

(2)

We outline Board of Directors’ regulations and, at Board of Directors’ meetings held monthly, decide on important matters related to management and monitor the status of the execution of duties.

(3)

We outline the Mid-Term Management Plan to clarify our goals as a company and to clarify the performance goals of Managing and Executive Officers, and Executive Officers.

(4)

We have established a management accounting system to ensure our ability to accurately ascertain the status of management performance in a timely manner. Through the practical application of this system, we have established a structure that enables speedy response to change.

5. Structure for ensuring appropriate operations at the corporate group comprising the company and its subsidiaries

(1)

We created the Fuji Management Regulations to outline the governance of Group companies, and to specify the divisions and persons responsible for Group company management. We require that all Group companies receive our approval for and report on the important matters outlined in our Decision-Making Authority Standards Table Regulations and Decision-Making Operation Regulations.

(2)

We maintain responsibility and authority over the management of Group companies. In addition to providing advice and guidance to ensure the appropriate application of the Fuji Oil Group Management Philosophy and any other Fuji Oil Group policies and regulations, we also manage overall Group risks and compliance by creating appropriate and necessary risk management structures and compliance structures based on company scope and organizational structure.

(3)

The Audit and Supervisory Committee cooperate with and direct the Internal Audit Group (the Internal Audit Division) to conduct and audit the appropriateness of Group companies. When corrective action is necessary, the Internal Audit Group provides advice and/or warnings and submits reports on audit results to the Audit and Supervisory Committee and the Board of Directors.

(4)

Through the Fuji Management Regulations and other relevant regulations, we outline standards concerning Group division of labor, our command structure, authority and decision-making, and other standards related to our organization. We also ensure that subsidiaries establish equivalent structures.

(5)

The Company defines the roles and responsibilities relating to the tax business of the entire Group in the Tax Regulations. We build a structure to promote compliance with tax laws, ordinances and regulations, to manage tax risks and to optimize the amount of tax in each company in the Group.

6. Matters concerning Directors and employees assisting with the work of Audit and Supervisory Committee, Matters related to the independence of such employees from Directors other than Audit and Supervisory Committee Members and matters related to ensuring the effectiveness of instructions given to such employees

(1)

As necessary, the Audit and Supervisory Committee may designate employees to assist with their work. While, from the perspective of work, objectivity and efficiency, it is preferable to assign dedicated staff to assist the work of the Audit and Supervisory Committee, in some cases these roles are fulfilled by employees with responsibilities in other divisions. In these cases, competency and personnel evaluations for employees assigned as assistants is conducted with respect of opinions of the Audit and Supervisory Committee, and work assignment transfers for said employees are subject to the consent of the Audit and Supervisory Committee.

(2)

The Audit and Supervisory Committee exchanges opinions with President and Representative Director regarding the enhancement of the assistants, their independence from Directors (excluding Directors who also serve as Audit and Supervisory Committee Members) and ensuring the effectiveness of the Audit and Supervisory Committee's instructions to the assistants.

7. Structure for reporting to the Audit and Supervisory Committee

(1)

Directors who also serve as Audit and Supervisory Committee Members may attend Management Committee Meeting and other important meetings to gather information from directors, etc. concerning the status of operations and browse relevant documents.

(2)

Directors (excluding Directors who also serve as Audit and Supervisory Committee Members) shall provide timely reports to an Audit and Supervisory Committee on the following matters.

• 1. Events significantly damaging to or with the potential to significantly damage the company’s credit
• 2. Events significantly impacting or with the potential to significantly impact company performance in a negative way
• 3. Violations of law, the Articles of Incorporation, or the Fuji Oil Group Management Philosophy that have a major impact of the potential to have a major impact.
• 4. Matters equivalent to the above.

(3)

Directors (excluding Directors who also serve as Audit and Supervisory Committee Members) and employees shall, when requested by the Audit and Supervisory Committee, submit timely and accurate reports.

(4)

Group directors and employees shall, when requested by the Audit and Supervisory Committee, submit timely and accurate reports concerning their execution of duties.

(5)

The Company prohibits any unfair treatment of Group directors and employees for having submitted reports to the Audit and Supervisory Committee and a Group Audit & Supervisory Board Members, and we ensure awareness of this policy among Group directors and employees.

(6)

Details of matters reported to the Whistleblowing Desk (Japan) and the Compliance Hotline (overseas) are reported, either directly or indirectly, to Directors who also serve as Audit and Supervisory Committee Members.

8. Other structures for ensuring the effective implementation of audits by Audit and Supervisory Committee

(1)

The Audit and Supervisory Committee may browse major reports and other important documents related to business execution and, as necessary, may request explanations from directors and employees.

(2)

The Audit and Supervisory Committee regular engage in the exchange of opinions with President and Representative Director through Directors who also serve as Audit and Supervisory Committee Members and also cooperate with the Internal Audit Group (the Internal Audit Division) and the accounting auditor to promote appropriate communication and effective audit work.

(3)

The Audit and Supervisory Committee may, at its own discretion, hire external experts when necessary for forming an independent opinion.

(4)

When Directors who also serve as Audit and Supervisory Committee Members requests an advance, etc. for expenses outlined in Companies Act Article 388 in relation to the execution of their duties, following deliberations by relevant departments, excluding when said expenses or liabilities are deemed unnecessary to the implementation of duties by Directors who also serve as Audit and Supervisory Committee Members , the Company will immediately handle said expenses or liabilities.

9. Structure for ensuring appropriateness in financial reporting

To ensure the appropriateness of financial reporting and to promote the submission of effective and appropriate governance reports as outlined in the Financial Instruments and Exchange Act, we constantly evaluate and implement improvements to ensure our internal controls system functions appropriately.