Sustainability
Governance
Soundness and transparency of management
From the perspective of increasing the soundness and transparency of management, the Company has in place a corporate governance structure and internal control systems to establish and build optimal corporate governance. As a Company with a Board of Directors and an Audit & Supervisory Board, the Board of Directors, comprising seven (8) directors (including three (4) Outside Directors), makes decisions on important matters of the Company. The Directors report on the status of the execution of their duties at least once every three months and whenever otherwise necessary, and the status of execution of operations by the Directors is supervised. The Audit & Supervisory Board comprises three (3) highly independent Outside Audit & Supervisory Board Members (including one (1) full-time Audit & Supervisory Board Member). In addition to exercising its authority as set forth in laws and regulations from an independent standpoint, it coordinates with the Internal Audit Office and the Accounting Auditor to audit the Directors’ execution of their duties, including the status of the establishment and implementation of internal control systems, in accordance with the Regulations of the Audit & Supervisory Board.
Status of establishment of corporate governance structure
The Company has, with certain exceptions (establishment of optional committees in which main members consist of Independent Outside Directors), completed its actions on the individual principles described in the Japan’s Corporate Governance Code set forth by the Tokyo Stock Exchange, Inc.
| Format of organization | Company with an Audit & Supervisory Board |
|---|---|
| Number of Directors (of which, number of Outside Officers) | 9 (4) |
| Number of Audit & Supervisory Board Members (of which, number of Outside Audit & Supervisory Board Members) | 3 (3) |
| Directors’ term of office | 1 years |
| Number of Outside Directors designated as independent officers | 4 |
| Existence of optional committee(s) equivalent to nomination committee or remuneration committee | None (*) |
* As four (4) of the Company’s eight (8) Directors are Independent Outside Directors, and the number of Independent Outside Officers constitutes a majority of the Board of Directors, the Company has not established an optional committee in which main members consist of Independent Outside Directors.
Knowledge and Experience Matrix of Board Members
| Name | Corporate management |
Industry experience and knowledge |
Investment and market |
Finance and accounting |
Legal affairs and risk management |
Personal affairs and human resource development |
Information systems |
|
|---|---|---|---|---|---|---|---|---|
| Masanori Eto (Male) |
◯ | ◯ | ◯ | ◯ | ◯ | ◯ | ||
| Hideo Karatsu (Male) |
◯ | ◯ | ◯ | |||||
| Nozomu Murai (Male) |
◯ | ◯ | ◯ | ◯ | ||||
| Joji Nagai (Male) |
◯ | ◯ | ◯ | |||||
| Shuji Kano (Male) |
◯ | |||||||
| Hideo Kurosawa (Male) |
(Outside) | ◯ | ◯ | |||||
| Nobushige Kamei (Male) |
(Outside) | ◯ | ◯ | ◯ | ||||
| Mariko Mabuchi (Female) |
(Outside) | ◯ | ◯ | |||||
| Takahiro Hori (Male) |
(Outside) | ◯ | ◯ | |||||
| Name | Corporate management |
Industry experience and knowledge |
Finance and accounting |
Legal affairs and risk management |
Personal and human resource development |
Information systems |
|
|---|---|---|---|---|---|---|---|
| Toshihiko Yamauchi (Male) |
(Outside) | ◯ | |||||
| Shinichiro Yamaoka (Male) |
(Outside) | ◯ | |||||
| Hirohisa Ryu (Male) |
(Outside) | ◯ | |||||
Whistleblowing System
We have established a whistleblowing system to facilitate the early detection and correction of any violations of laws and regulations, misconduct, or other inappropriate actions.
Internal and external reporting/consultation channels are available, and strict confidentiality is maintained for all whistleblowers. We also ensure that no whistleblower is subject to any disadvantageous treatment as a result of making a report.
Our Audit & Supervisory Board Members guarantee the confidentiality of reported information and, where necessary, take appropriate measures in accordance with the Whistleblowing (Hotline) Rules and other relevant internal regulations. We believe that providing an environment in which employees can report concerns without hesitation forms the foundation of sound corporate operations.
Code of Ethics / Compliance
We have established our corporate philosophy and code of conduct as the foundation of management and conduct our business operations in accordance with high ethical standards.
Under the leadership of the Compliance Officer appointed by the President, we implement education and training programs for officers and employees in line with our “Compliance Program,” ensuring thorough awareness, maintenance, and enhancement of compliance standards across the organization.
We also identify laws and regulations relevant to our business activities and communicate their contents to the appropriate internal divisions, thereby reinforcing our compliance framework. These initiatives apply to the entire corporate group, including our subsidiaries.
Anti-Corruption
We are firmly committed to fair and sound business practices and maintain a zero-tolerance policy toward corruption, fraud, and any association with anti-social forces.
Guided by the strong commitment of our President & CEO, we take an organized and resolute stance in dealing with anti-social forces, ensuring that all relationships are completely severed.
We have also established an Internal Audit Office reporting directly to the President & CEO. Regular internal audits are conducted, and the results are reported directly not only to the President & CEO but also to the Audit & Supervisory Board. This structure ensures a robust deterrence mechanism that helps prevent misconduct and enables prompt corrective actions.