問21
頻出度★★☆
一定の条件に該当する会社に対して, 取締役の職務に関するコンプライアンスを確保するための体制整備を義務付けている法令はどれか。
平成28年度 春期 ITパスポート試験 問21
ストラテジ系法務 › その他の法律・ガイドライン・情報倫理
This question's explanation and your answers so far.
解説
問 21
- ア
正解 The correct answer is “ア Companies Act”. The Companies Act requires companies that meet certain conditions, such as large companies, to establish a system (a so-called internal control system) for ensuring that directors carry out their duties in conformity with laws, regulations, and the articles of incorporation. This is defined as a matter to be decided by bodies such as the board of directors, and it serves as the legal basis for ensuring corporate compliance.
Incorrectイ
The Financial Instruments and Exchange Act is a law that requires listed companies and the like to submit securities reports and to evaluate and report on internal controls over financial reporting (the so-called internal control reporting system = J-SOX). Its main focus is ensuring the reliability of financial reporting, and it is not a law that mandates the establishment of a system covering directors’ duties as a whole.
Incorrectウ
The Whistleblower Protection Act is a law that protects workers who report wrongdoing within an organization (whistleblowers) from being subjected to disadvantageous treatment such as dismissal. The amendment effective in 2022 requires business operators of a certain size (more than 300 regularly employed workers) to establish a system for handling whistleblowing reports, but that is limited to a report-handling system and does not prescribe a system that ensures compliance in directors' duties as a whole (an internal control system).
Incorrectエ
The Civil Code is a basic law that defines general rights and obligations between private individuals, such as contracts, property, family, and inheritance. It is not a law that contains provisions requiring the establishment of governance or an internal control system for the organization known as a company.
ここがポイント
- The Companies Act requires large companies and the like to establish an internal control system (a system ensuring that directors carry out their duties in conformity with laws, regulations, and the articles of incorporation). The legal basis for ensuring compliance is the Companies Act.
- Be careful not to confuse similar terms. Distinguish them by purpose: the internal control reporting system over financial reporting (J-SOX) belongs to the Financial Instruments and Exchange Act, while the protection of internal whistleblowers belongs to the Whistleblower Protection Act.
用語