Management

Corporate Governance

Basic Approach to Corporate Governance

Our company has established a basic philosophy as the basis for our business activities, management policies, and a code of conduct as set of values and axis of action to be shared by every executive and employee.
implementation of our management policies and code of conduct in order to make timely, appropriate business decisions to win the confidence of our stakeholders including shareholders and to establish a transparent corporate governance and business monitoring function to further strengthen our corporate values.

Corporate Governance Structure

コーポレート・ガバナンスの体制の図

Board of Directors

Our Board of Directors, consisting of three Directors (including one Outside Director), holds regular monthly meetings and extraordinary meetings as appropriate according to the Board of Directors Regulations to execute their own operations and provide supervision of each other’s operations. In addition, three Outside Auditors attend these meetings to advance opinions as appropriate.
As for the policies and processes for the election of Directors, the Board of Directors elects persons who can perform to their full potential for continued improvement of our corporate values, in consideration of their personalities, insights, etc., irrespective of their genders, ages, etc., and taking into account the membership of the entire Board of Directors to ensure a good balance of knowledge, experience and competency, compatibility, diversity, and adequacy of board size.
As for the Outside Director, we elect a suitable person for the position pursuant to the “Criteria for Outside Directors’ Independence” provided below, under the concept that opinions advanced by an Outside Director with a different background and expertise, from a neutral, objective perspective based on deep insight and broad experience, will lead to appropriate decision-making by the Board of Directors and enhancement of our corporate governance.

Board of Auditors

The Board of Auditors consists of one Full-time Auditor and two Part-time Auditors, all of whom are Outside Auditors.
These Auditors attend the Board of Directors meetings and regular meetings, etc., to discuss business management as needed to supervise the execution of the Directors’ operations.
In addition, a monthly Board of Auditors meeting is held in principle in order to exchange opinions on our business management, etc., as well as to discuss and resolve audit policies, audit plans, and related matters.
As for the policies and processes for the election of Auditors, we elect persons who have highly professional expertise, such as those with broad practical corporate experience, certified public accountants, attorneys, those with broad experience with regulatory administration, etc., in consideration of their knowledge and experience, and irrespective of their genders, ages, etc., in light of the importance of audits and the function of Auditors in business management.
As for Outside Auditors, we elect suitable persons for the position according to the “Criteria for Outside Directors’ Independence” provided below, under the concept that Outside Auditors who attend important meetings including the Board of Directors meetings and the Board of Auditors meetings to advance opinions from an objective and neutral viewpoint based on their expertise and broad experience can enhance the effectiveness of audits on the operations of the Directors.

Stance on Fortifying Internal Control Systems

Our company has established “Basic Policies for the Development of Internal Control Systems” pursuant to a resolution at the Board of Directors meeting, as well as “Job Function Regulations” and “Rules for Internal Reporting”, in order to secure the appropriateness of operations, ensure compliance with those policies and regulations, and fortify the internal control systems, particularly through the efforts of the personnel in charge of internal audits and the Auditors.
For details of the “Basic Policies for the Development of Internal Control Systems”, please see the file attached below.

Status of Internal Audits and Auditors’ Audits

In our company, a person in charge of internal audits is appointed directly under the President to perform internal audits. Internal audits target the main organization of our company and its consolidated subsidiaries, conducted on a regular basis in principle from the viewpoints of operational effectiveness, regulations, control based on job functions and emphasis on compliance. If necessary, the Auditors collaborate with auditing firms to fortify internal controls.

Stance on Fortifying Risk Management Systems

For prompt response and control, our company has established “Risk Management Regulations”, which documents how to manage risks, such as natural disasters, violation of intellectual property rights, and divulging of information. In addition, the Corporate Administration Department cooperates with our various business functions to prevent or detect risks at an early stage by collecting and sharing information at all times.

Basic Policies for the Development of Internal Control Systems (PDF) (106KB) (106KB)
(Date of last revision: April 21, 2015)
Criteria for Outside Directors’ Independence (PDF) (49KB) (49KB)
(Date of establishment: May 26, 2016)

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