Status of Corporate Governance
Basic Idea relating to Corporate Governance
The Company, setting a basic policy of management for shareholders first, has aimed at traditionally swift decision-making by the fewer number of Directors and activation of the Board of Directors on one hand; on the other hand, seeing Corporate Governance as one of the important issues, the Company has been taking several measures for efficient management, swift decision-making and solid supervision function.
Basic Policy relating to establishment of Internal Control System
Structure for securing compliance of execution of the business by Directors with laws, regulations and the Articles of Incorporation
1. The Company shall, in order to realize fair and proper management in accordance to Corporate Ethics Compliance Code of Conduct, enact regulations for structure of compliance including compliance rule; and, seeking the opinions of outside experts as needed, shall prevent breach of laws, regulations and the Articles of Incorporation beforehand.
2. Directors of the Company shall lead compliance of Corporate Ethics all over the Company Group in accordance with laws, regulations, the Articles of Incorporation, the Regulation of the Board of Directors as well as Corporate Ethics. With regard to the state of execution of business by Directors, the Company shall strengthen the Governance Structure receiving audit of Corporate Auditors.
Structure for storage and control of the information relating to execution of business by Directors
With regard to information relating to execution of business by Directors, the Company shall endeavor to store and control in a proper state with high searchability. With regard to storage period and other control structure of documents, the Company shall store them for a necessary period of time in a state of available for viewing in accordance with the Regulation on Document Control.
Regulation on management of risk of loss and other structure
1. In order to prevent incurrence of risk as much as possible, the Company shall prepare several regulations on risk management for different types of risks. In particular, as for important items and others, the Company shall establish a structure that allows receipt of professional advice from counsel law firms and audit firms, etc., and endeavor to secure compliance, public interest and ethics in corporate activities.
2. The Company shall also endeavor to improve business process by perfecting education of risk management, conduct periodical audit and guidance in order to monitor the status of improvement, and set up a Disaster Management Committee for safety management as a structure relating to other risk management.
Structure for securing efficient execution of business by Directors
1. The Company shall hold a meeting of the Board of Directors periodically once a month and extra meetings at any time whenever necessary. As for important items relating to business policy and strategy, the Company shall discuss it at the Business Policy Committee, and determine its execution after deliberation at the Committee.
2. In order to secure efficient execution of business by Directors, the Company shall clarify a role of Directors by Regulation on Organizational Division of Duty, Regulation on Assignment of Duties, Regulation of Official Authority, shall review continuously rationalization, digitization, acceleration, etc. of business, and shall secure a structure to perform business properly and efficiently.
Structure for securing compliance of execution of the business by employees with laws, regulations and the Articles of Incorporation
1. The Company has established administration system for compliance internally, distributes “Standards and Outline of Compliance” to all company staff and employees as a basis for compliance system, and endeavors to perfect compliance and to disclose the information.
2. The Company has established the Compliance Committee and holds a meeting of the Compliance Committee periodically every other month in order to develop and maintain the compliance system.
3. When a Director finds an important fact relating to serious breach by the Company with laws and regulation or other compliance, he/she shall immediately report the fact to Corporate Auditors, and discuss and deal with it without delay at the Management Policy Committee.
4. A Corporate Auditor shall express his/her opinion and ask preparation of improvement plan when he/she recognizes any problem in the structure in compliance of laws and regulations and the compliance system of the Company.
Structure for securing proper business performance in the company group consisting of the Company and its subsidiary companies
1. In order to secure proper business performance in the Company Group and to perform effective control of corporate governance, the Company conducts business management according to its business strategy based on the Control Procedure of Affiliated Companies. The Company, at the Board of Directors, resolves and approves important items relating to the business of the Company group, and further reports on business execution of the Company Group.
2. The Company periodically exchanges information with its affiliated companies, conducts audit of affiliated companies whenever necessary, and endeavors to grasp compliance issues and problems.
Structure relating employees assisting proper performance of the duty of Corporate Auditors and Matters relating to Independence of such employees from Directors
1. When the Board of Corporate Auditors requests placement of employees assisting performance of the duty of Corporate Auditors, the Board of Directors promptly shall respond to the request by arranging personnel, and shall have such personnel assisting Corporate Auditors take charge of the duty as Secretariat of the Board of Corporate Auditors. Such employees assisting the audit shall not receive any order or instruction from Directors.
2. As for the employees assisting audit of Corporate Auditors, the Board of Directors shall resolve its personnel change such as appointment and rotation after confirming intention of the Board of Corporate Auditors.
Structure for reporting to Corporate Auditors by Directors and employees, structure for reporting to Corporate Auditors by others, and structure for securing effective performance of audit by Corporate Auditors
Directors and employees shall from time to time report to Corporate Auditors important items influencing on the business or performance of the Company. Corporate Auditors may at any time call for reporting from Directors and employees as needed. The Board of Corporate Auditors shall hold a meeting for exchanging opinions with Representative Director, Internal Audit Office, and Accounting Firm respectively.
Structure for preventing involvement of anti-social forces in the business activities and damage from such forces
1. The Company shall not have any relationship with anti-social forces. In order to respond to unjust requests from anti-social forces throughout the organization, the Company shall, based on the Ethical Code and other regulations of the Company, take legal measures from both civil and criminal sides, and refuse any unjust request. The Company shall also engage in education of its staff and employees through internal training.
2. Any person is required to report immediately to his/her superior when he/she has contact with anti-social forces or forces suspected to be anti-social forces; and the superior shall report it to a Person Responsible for Prevention of Unjust Request; who shall report to the Board of Directors about the beginning, progress, and results, etc. relating to the response to the unjust request from anti-social forces. If there is a risk of incurring damage or if damage has been incurred, the Person Responsible for Prevention of Unjust Request shall share the information and coordinate with police, securities agent, legal firm and other professional agent, and shall implement legal measures maintaining the safety of the Company and other persons concerned.
Structure for securing reliability of financial reporting
In order to secure reliability of financial reporting, the Company shall establish an internal control system aiming at effective and proper submission of the Internal Control Report based on the Financial Instruments and Exchange Act, continuously evaluate the system’s proper function and make necessary revisions.
Corporate Goveranance Structure
1.About Corporate Governance
2.About Risk Management System