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Ube Industries Announces Resolution Concerning Basic Policy on Creation of Internal Control System


TOKYO, April 28, 2008 -- Ube Industries, Ltd. has announced that its Board of Directors met today toapprove a resolution to revise the company?s basic policy on the creation of an internal control system.

1. System to ensure that the execution of duties by directors and employees conforms with laws and ordinances and the articles of incorporation
The company shall formulate Personal Action Guidelines in order to establish corporate ethics for the Ube Group, and these Guidelines shall be the standard and norms for the practice of compliance to be adopted in corporate activities and by company officers and employees.

The company shall assign a compliance officer to ensure and promote compliance, and shall establish the Compliance Committee, including a consulting lawyer, as an advisory body for the compliance officer.

Moreover, Ube Industries shall operate Ube C-Line, a message center that allows officers and employees to make direct contact without respect for formal channels, in order to detect and correct problems related to compliance promptly.

The company will also endeavor to secure compliance with accounting and other related laws and regulations, and establish an internal framework to secure the reliability of its financial reporting.

2. System relating to the storage and administration of information concerning the execution of the duties of directors
Ube Industries shall record and store documents (including electronic recordings) based on laws and ordinances as well as internal regulations, including Board of Directors regulations, regulations on managerial decision processes, Group Management Committee Regulations, and Segment/Division Operating Committee Regulations, and it shall maintain records in a condition that allows them to be read when necessary.

3. Regulations and other systems regarding management of loss risks
Ube Industries shall implement appropriate measures after identifying risks that impede the attainment of business objectives and evaluating the possibility that such risks will arise as well as their potential impact.

Moreover, the company shall establish the Ube Group Environment and Safety Committee and the Ube Group Product Liability and Quality Committee in order to carry out specific risk management. These committees formulate policy and promote strategies relating to safety, environmental protection, product safety and quality control for the entire Ube Group.

Furthermore, Ube Industries shall adopt a system that addresses individual risks, with the establishment of the following committees.

(1) Information Security Committee

The Information Security Committee shall formulate Information Security Policy, ensure thorough awareness of and check on compliance with the policy, and establish rules and regulations regarding information security.

(2) Restricted Cargo and Export Management Committee

Based on export management legislation for ensuring global peace and security (such as the Foreign Exchange and Foreign Trade Control Law), the Restricted Cargo and Export Management Committee shall ensure, throughout the company, the prevention of illegal export or supply of cargo and technology restricted under such legislation.

(3) Crisis Management Commission

The Crisis Management Commission will establish a framework for risk management with an emphasis on unifying the company?s approach to risk management, by preparing manuals such as for the gathering of information and the company?s internal and outward response, in order to enable the company to swiftly deal with emergency situations in Japan and abroad.

4. System to ensure that the duties of directors are executed efficiently
Ube Industries shall adopt an executive officer system with the aim of separating the governance function and the management function in its management. The company shall establish a system that enables executive officers to concentrate on running business operations in a bid to speed up decision-making. At the same time, the role of the Board of Directors will be clearly positioned as a body that, as the representative of shareholders? concern for returns, promotes the maximization of shareholder value from a medium to long-term perspective.

The Board of Directors shall seek to increase transparency and maximize shareholder value by monitoring the propriety and efficiency of the running of business operations with a director, who is not concurrently an executive officer, serving as the chairman.

Moreover, although it is not operating as a ?company with committees,? Ube Industries shall establish a Nominating Committee and an Evaluation/Compensation Committee as internal committees of its Board of Directors.

Furthermore, the company shall employ external directors in order to ensure transparency and objectivity in management by including the perspective of third parties in its decision-making.

At the same time as constantly studying the optimum form of corporate governance, Ube Industries shall seek to strengthen and speed up the executive function in management as well as further enhancing the strategic decision-making function and corporate governance function.




2008_02.pdf


 
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