Management Policy

Corporate Governance

Basic position

Our company considers the strengthening and upgrading of corporate governance to be the most vital management theme in the course of achieving the sustainable improvement of corporate values over a long period of time by placing ourselves in the position of various stakeholders in accordance with our management ideals and our action code that summarizes how all directors and employees are required to perform. For the stakeholders, we consider it necessary to perform timely information disclosure with a sincere approach, and a speedy decision-making process through the clarification of roles and responsibilities, and to strengthen the objective monitoring functions.

 

Our company employs the system of appointing auditors as officers of the company because we firmly believe that a system of auditing by auditors, including external auditors, is the most effective way to monitor the management activities. The board of auditors is composed of three members, including two external auditors, and they perform a fair and objective audit from the basic auditing standpoint of establishing corporate governance.

 

The two external auditors are designated by our company as independent officers of our company in accordance with the stipulations of the Tokyo Stock Exchange, and their names are registered with the Tokyo Stock Exchange The Board of Directors is composed of seven internal directors who hold a regular meeting once every month where they decide on those matters stipulated in the relevant laws and regulations, and also key issues concerning the company's management strategy, besides supervising the execution of tasks of all the directors. Our company has also set up a compliance committee with the aim of stably establishing and maintaining the compliance system and coping with the demands of the internal control system.

 

Basic View on the internal control system and its development status

Our company discusses and decides on the necessary policies regarding management themes during the Management meeting held every month, which is attended by the Representative Director, Managing Directors, Auditors, and Directors in charge, as required in each case, where the execution of the group's business is reported.
Regarding the progress of the day-to-day business of each section, an internal audit is appropriately conducted, and the operation status and the internal system are secured in accordance with the legal requirements, corporate regulations, and manuals.

 

    1) System to assure that the execution of tasks by directors comply with the relevant laws, regulations, and the Statute of Incorporation.

    2) System concerning the preservation and control of information relating to the execution of tasks by directors.

    3) Regulations and other systems concerning the control of risks of losses.

    4) System to assure that the tasks executed by directors are performed effectively.

    5) System to maintain that the execution of tasks by employees comply with the relevant laws, regulations, and the Statute of Incorporation.

    6) System to assure the suitability of business conducted by the corporate group, composed of this company, its parent company, and subsidiaries.

    7) Matters concerning the employee(s) who are requested by the auditor to support their tasks, as well as matters concerning the independence of such employee(s) from the Directors.

    8) System for the directors and employees to report to the auditors; system concerning the reports to other auditors: and system to assure that the audits by other auditors are effectively performed.

    9) System to assure that persons reported to corporate auditors are not subject to retaliation.

    10) Matters concerning procedures for prepayment or redemption of expenses arising from the execution of tasks by our auditors, and other matters concerning the treatment of expenses or debt arising on the execution of tasks.

Schematic diagram

模式図
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