Business Risks

Among matters related to the "Status of Business," "Status of Accounting," etc. described in the Annual Securities Report, major risks recognized by management which may significantly impact corporate value, financial position, operating results and the cash flow situation (hereinafter referred to as the “results of operations”) of the Group are as follows.
Matters related to the future appearing in this text ave been judged as of the last day of the current consolidated fiscal year, and may be influenced by the economic conditions in and out of Japan, and the risks of businesses, etc. are not limited to the ones described below.

1.Risks related to business

Changes in the Business Environment

 Since its foundation, our Group has contributed to monozukuri in the world by supplying products such as coating equipment and air compressors, as well as services incidental to them, to the markets. As a result, the overseas sales ratio has become predominant, so that, while the flows of human resources, products and services, and funds diversify, the rate at which we are affected by the rapidly changing business environment is ever increasing.
 For this reason, if we stay with the existing markets, products, business models, and so on, we may not be able to achieve sustained growth due to, for example, decreasing demand for current products attributable to market structure changes. This may have a significant impact on the results of operations, etc. of our Group.
 In expanding global businesses, the sales, material procurement, and other transactions in our Goup include foreign currency dominated transactions, so that any unexpected, sudden currency exchange fluctuations can also affect the results of operations, etc. of our Group.
 To prevent such a risk, we need to develop new businesses and build core businesses while making constant efforts to improve quality in our existing business as well as developing products that will help solve social issues such as climate change through Monozukuri from a global perspective. To that end, we will cultivate a corporate culture to dauntlessly take on challenges without fearing failure and at the same time actively promote business alliances with various partner companies to strengthen and diversify our business base based on business portfolio management. Our Group will aim to further reinforce inter-group company exchanges and information collection, endeavor to determine market needs, and identify the importance of the needs in each country and market first and then create a system and establish management strategies so that we can accommodate changes in business environment in a flexible and prompt manner. In addition, to secure a system for supplying products stably even if a demand increase or a logistics cost increase occurs, we endeavor to reinforce the supply chain by, for example, purchasing from multiple suppliers and reviewing the logistics network.
 If we ever get into a situation where we cannot achieve sustained growth, adversely affecting our results of operations, etc., we will immediately discuss through the Board of Directors and the Corporate Officer Committee, for example, to turn around the business strategy.

Product Quality

 If our Group supplies a product that does not meet quality standards to the market due to a defect in product development, design, parts procurement, processing, assembly, or other processes and there are instances of damage due to the defect, in addition to incurring a large amount of costs in dealing with losses and claims resulting from compensation, recalling and replacing products, and other such operations, we may also lose customers' trust in our products, which could have a significant negative impact on our Group's business results.
 Therefore, to prevent such situations, in addition to complying with the rules, regulations, and standards governing quality, our Group's quality assurance division also intervenes from an objective standpoint from the early stages of product development to eliminate potential issues. Further, by establishing an appropriate quality control system, such as applying ISO9001 or a locally appropriate quality system, not only in Japan but also at overseas production bases, we ensure that products meet the market requirements and quality standards of each country.
 In the case of an unexpected situation, a report will be promptly made to the Company's Corporate Officer Committee and Quality Assurance Committee, and the quality assurance division will promptly implement necessary measures, including recalling the products. In addition, in terms of customer service, we are strengthening our service system in Japan, focusing on service companies that are 100% subsidiaries of our Group. On the other hand, each subsidiary handles everything systematically from sales to services overseas.

Business expansion with M&As

 In order to accelerate the reinforcement of our business foundation and ensure sustained growth, our Group actively promotes comprehensive business tie-ups with partners, including capital tie-ups with, and acquisitions of, companies that we recognize are necessary.
 If we lose customers' trust in a specific sales area due to a failure to smoothly proceed with the sharing of the future direction or we fail to obtain the initially anticipated effect or benefit, resulting in the poor results of operations of the target company or if we fail to maintain the expected profitability, causing the real value to decrease remarkably, this may have a significant impact on the results of operations, etc. of our Group.
 In M&As, therefore, we have clarified the items to confirm, and we conduct M&As after going through the advance, careful examination of risks and returns, as well as the financial conditions, contractual relationships, etc. of the target company, and due diligence to judge whether sufficient synergetic effect can be obtained. In addition, we conduct PMI appropriately and ensure that the management and the business division in charge provide management assistance in an effort to prevent such risks from occurring.
 If such a risk occurs for an inevitable reason, we will promptly proceed with management decisions by, for example, deciding whether the contract can be continued and determining losses.

2.Risks related to human resources

Securing human resources

 Our Group recognizes that it is vital to secure and train human resources that have diverse personalities and abilities to achieve sustained growth and accommodate market environment changes. In Japan, therefore, our Group conducts recruiting activities throughout the year. In addition to hiring new graduates, we are intensifying mid-career recruitment for a wide range of occupations.
 However, we will not be able to secure sufficient human resources for sustainable growth in the future, and our efforts to improve corporate value may not proceed as planned if we continue with our current recruitment strategies, training policies for hired personnel, and personnel evaluation systems and do not make improvements based on changes in the business environment.
 For this reason, under legal labor management, we will focus on the development of human resources for placing the right people at the right place, the preparation of diversity management with the creation of a personnel evaluation system from a global viewpoint, intensification of hiring multinational human resources, and education of evaluators, among others. In addition, we will work on the effective use of labor force to accelerate operational reforms by promoting the automation and digitization of various business operations.

Enhancing organizational performance through health management

 We recognize that in order to improve the organizational performance and competitive spirit of our Group, it is essential to maintain and improve the health of each and every employee who supports business development. We appoint the President and Chief Executive Officer as the Chief Health Officer (CHO) and work on various health management measures under the "Health Management Declaration." If such initiatives are brought to a halt or reduced and the expected effects are not achieved, it may result in an increase in health risks and deterioration of working environment, and adversely affect the business performance. With the aim to be the "top White 500 company in the machinery sector", we have taken sincere efforts to secure a work-life balance and improve health literacy within our Group; and have been highly evaluated and recognized by the Ministry of Economy, Trade and Commerce and the Tokyo Stock Exchange as a "Health and Productivity Management Brand" for the third consecutive year. As a development-oriented company full of vigor and novelty, we will continue our efforts to establish a corporate culture with maximum emphasis on team work and creativity.

Labor issues

 A majority of the employees of our Group are locally hired people on overseas sites.
Under the circumstances in which a way of working suitable for social situation and labor environment in each country is demanded, labor issues regarding the working conditions, etc. may be raised between us and organizations in and out of the country, such as labor unions. If any labor dispute occurs and cannot be settled promptly, the stability and continuity of business operations will be impaired. If the dispute becomes serious, this will have a significant impact on the supply of products, and we may lose the trust of our customers, thereby adversely affecting our enterprise value and business performance.
 Thus, through the promotion of the spread of "ANEST IWATA Corporate Philosophy," with our corporate policy, "Makotono kokoro" (Trustworthy & Sincere), at the core, we improve our employees' sense of belonging to our Group and, at the same time, grant powers to the representatives on overseas sites in accordance with the employment conditions and evaluation system suited for the systems and realities in their respective countries, based on the administrative authority of the representatives on overseas sites, thereby endeavoring to prevent dissatisfaction with the working conditions and the labor environment.

3.Risks related to IT

IT investment

 We consider that to steadily promote the reinforcement of competitiveness in global expansion, it is vital to change our business model, develop high-value-added products, and improve business efficiency by introducing IT, in which constant innovations are under way.
 If the execution of an IT strategy stagnates because of the loss of knowledge or now-how about IT from the Company due to a contingency or if there occurs a delay in the development of a product that matches the latest IT trend, this may adversely affect results of operations, etc. because of declining competition in the market or impaired management efficiency.
 Thus, in combination with a management plan, our Group formulates mid- to long-term IT strategies and regards IT investment as a key element for driving corporate growth and, at the same time, continually verifies the contribution to corporate growth.
 If such a risk occurs, we will start active personnel employment, as well as partnerships with new partner companies and, at the same time, rebuild our management foundation by depreciating obsolete IT assets.

Information security

 To promote business activities in a stable and sustainable manner, the importance of maintaining the safety and reliability of an information system is ever increasing. Our Group exercises strict control over confidential information related to technology development and sales that are acquired in the process of expanding business activities, as well as personal information.
 If information leakage, falsification, or a system fault occurs due to a natural disaster, unexpected cyberattack, unauthorized access attributable to the entry of a computer virus, etc. or if information is leaked by an employee intentionally or negligently and such information is misused, this may adversely affect the results of operations, etc. because we need to bear liability for compensation.
 Thus, our Group prepares an appropriate information security system to take necessary and sufficient security measures such as acquiring appropriate backups of important data and, at the same time, conducts education for employees.
 If such a risk occurs, we will create a system to promptly determine the cause and the details and take appropriate measures and, at the same time, disclose information about the damage, if necessary, thereby endeavoring to minimize secondary damage and restore trust.

4. Risks related to laws and regulations, etc.

Conformance to regulations and standards about the earth's environment and climate change

 Amid increasing global awareness of the earth's environment and climate change, Japan and other countries have a tendency to establish new environmental laws and regulations and tighten existing ones. If there occurs a delay in putting products that comply with such regulations, this may cause the business activities to be restricted and revenue opportunities to be lost, adversely affecting the business and the results of operation of our Group.
 The details of such regulations differ depending on the country or area, and we proceed with the preparation of systems by, for example, transferring the necessary functions, so that the local subsidiaries located in each country can collect information and meet regulations. If, for example, laws and regulations are revised unexpectedly and are further tightened in the future, we will judge whether to further invest in the relevant items or withdraw from them by considering whether meeting the laws and regulations is economically reasonable.
 Further, we recognize the importance of information disclosure based on the framework of public institutions and will execute the necessary initiatives, led by the Sustainability Promotion Committee, to implement appropriate information disclosure.

Fraudulent acts by violating laws and regulations, etc.

 In recent years, an increasing number of misconduct cases, etc. by companies have been reported. If such incidents as infringement of intellectual property rights, quality fraud, bribery, or harassment occur in our in our Group, this may have a short-term impact on the results of operations, etc. due to compensation. Not only that, but we may get into a situation in which the corporate value of our Group worsens over an extended period of time or the existence of our Group as companies is threatened because, for example, the sales activities and the recruitment activities are hindered by remarkable damage to the trust in our Group.
 For this reason, our Group creates systems and structures for ensuring that officers and employees commit no fraudulent acts and promotes healthy management assistance for Group companies and, at the same time, establishes a whistle-blowing system including overseas subsidiaries and creates a monitoring system for conducting audits with Audit and Supervisory Committee members and the internal audit division, thereby endeavoring to prevent acts of violating laws and regulations, etc.
 We have a system in place whereby if such an incident occurs, this can be promptly reported to our Board of Directors and we can take measures such as researching with third parties, disclosing facts, and punishing the relevant people properly, develop recurrence prevention measures, and promptly disclose them.

Intelligent property

 Our Group aims to become a development-oriented company full of vigor and novelty that is capable of providing high-performance, high-quality products and services to customers all over the world. As a result, we run the risk of having a third party imitate any of the products, technologies, business models, and so on that our Group reserves at present or will develop in the future or of infringing on any of the intelligent property rights, patent rights, and trademark rights of third parties unintentionally. In that case, results of operations, etc. of our Group may be adversely affected because, for example, costs are incurred due to damage compensation or a lawsuit or we are unable to use the technology itself or are obliged to use it in an unfavorable manner.
 For this reason, our Group will acquire intelligent property rights, patent rights, and trademark rights related to the functions and designs of products and reinforce their management and, at the same time, create a system whereby our Group is not impacted by infringement or minimizes the impact, while receiving cooperation from outside organizations concerned.

International tax affairs

 Our Group possesses subsidiaries in major areas in the world, expanding business activities globally. In inter-group company transactions, we take meticulous care to the risks of international tax affairs by, for example, endeavoring to adhere to transfer price taxation and other regulations to set appropriate transaction prices. If any finding is received from tax authorities due to a difference of view, this will incur additional taxes, etc. and may adversely affect the results of operations, etc. of our Group.
 Our Group will endeavor to prevent differences of view from tax authorities by understanding law correctly, while focusing on the developments of international financial affairs and receiving cooperation from outside organizations.

Accounting of impairment loss, etc. of non-current assets

 Appropriate accounting of impairment loss, etc. of non-current assets requires a business plan that appropriately estimates a future cash flow. Our Group makes investment in subsidiaries, etc. actively, including M&As. To make the following accounting decisions, in particular, an appropriate business plan for each subsidiary, etc. is necessary.
   ・Judgment on the impairment loss on shares, etc. of affiliated companies in our individual financial statements
   ・Judgment on the impairment loss on non-current assets of subsidiaries, etc., which is used as basic data for consolidated financial statements
   ・Calculation of the years of depreciation when posting goodwill in consolidated financial statements and judgment on impairment loss
 We understand that if the business plan at the points of these judgments is not an appropriate one, we run the risk of losing the trust in us remarkably because that means that inappropriate accounting has been performed as a consequence.
 For this reason, in establishing the business plan for each subsidiary, etc., the business division and account division of us, the supervising company, are actively involved. Such business plans are reported to the Board of Directors, of which Independent Directors, who are knowledgeable about management and accounting, account for a majority, to seek their guidance and supervision. With such transparent procedures, the appropriateness of the business plans is ensured.

5.Other risks (unexpected events)

 Our Group expands business operations to various countries in the world. The supply of products to all parts of the world could be severely affected due to factors such as damage to business facilities, delay in raw material procurement and logistics caused by tighter regulations due to protectionism and trade friction, and increased necessary costs in the event of unpredictable political and economic changes, the emergence of geopolitical risks such as the outbreak of war and terrorism due to the rise of hegemons, epidemics of infectious diseases, and natural disasters such as large-scale earthquakes and typhoons, and other such disasters in these countries and regions. If such a situation is prolonged or if the measures for the increasing possibility of such a situation are not sufficient, this will increase the possibility of having a significant adverse impact on the results of operations, etc. of our Group because of the impairment of non-current assets, decreased profitability, etc.
 In addition to making a Business Continuity Plan (BCP), our Group endeavors to make our business activities resilient by establishing a supply system that minimizes the impact of the above events by, for example, distributing product functions and exploring the possibility of inter-group product procurement, and by promptly and appropriately determining the management environment surrounding our Group.