Basic Stance on Corporate Governance
Our corporate philosophy is, "Quality for the Future: To New Value and a New Tomorrow." This philosophy is based on our desire to work with our users as a company that provides new value and builds the future with free and flexible thinking. In order to realize this corporate philosophy, we have established the following Code of Conduct.
- Honesty and Trust
In accordance with social norms, we will act in good faith so that we can deliver reliability and security to everyone in a sincere and responsible manner.
- Quality and Value
Through free thinking, we will act to create a level of quality and value that will become a sustainable standard for the future so that our customers will continue to choose us.
- Change and Evolution
We are always a step ahead in thinking about the future, and instead of fearing change, we see it as an opportunity to evolve, allowing us to take quick action.
- Challenge and Growth
Without being bound by conventional values and customs, will act to achieve growth and lead the industry by continuing to take on challenges for the future.
- Teamwork
We will create a more open workplace where each and every employee respects one another and works as a single team to achieve even greater heights.
In order to achieve our corporate philosophy of providing new value for the future through free and open efforts on the part of our employees in accordance with our Code of Conduct, it is very important that we respect the stances of various stakeholders and promote initiatives for the sustainable development of the company and the enhancement of our corporate value over the medium to long term, all while taking into account our fundamental spirit of corporate governance, which is defined by transparent, fair, prompt, and decisive decision-making.
Based on the above, we position the realization of corporate governance at the core of our corporate activities and aim to build and implement a more effective and thorough governance framework.
Corporate Governance Structure
Our corporate governance structure is outlined below.
(a) Board of Directors
As of the date of submission, our Board of Directors consists of seven members in total: three internal directors and four outside directors, and is chaired by Yukiharu Sako, the President and Chief Executive Officer.
The regular board meeting is held once a month in principle. The special meeting of the Board of Directors is held as necessary to determine matters specified in the laws and regulations or the Articles of Incorporation and important matters related to management, as well as to supervise the execution of duties by directors. As the system of the company, all of the company auditors shall attend the meetings of the Board of Directors so that the status of the execution of duties by directors can be monitored.
(b) Management Meeting
The Management Meeting is mainly composed of full-time directors and executive officers as well as the President and Chief Executive Officer. The Meeting is held twice a month in principle for the purpose of prompt and efficient decision making, which includes deliberation and examination of important matters related to management that affect the entire company, confirmation of the progress of business operations, and sharing of various important information.
(c) Nomination and Remuneration Committee
The Nomination and Remuneration Committee whose majority of members are independent outside directors has been established under the control of the Board of Directors for the purpose of strengthening the independence, objectivity, and accountability of the functions of the Board of Directors regarding decisions on the appointment, removal, and remuneration of directors and improving the governance.
The committee is chaired by Naoko Miyao, the outside director.
(d) Risk Management Committee
The Risk Management Committee is mainly composed of full-time directors and executive officers as well as the President and Chief Executive Officer. The Meeting is held once a quarter in principle for the purpose of deliberating the issues and countermeasures on company-wide promotion of risk management in normal times, developing measures to prevent recurrence, and making various recommendations.
(e) Compliance Committee
The Compliance Committee is mainly composed of full-time directors and executive officers as well as the President and Chief Executive Officer. The Meeting is held once a quarter for the purpose of deliberating policies of compliance promotion within the Company and various issues related to compliance, developing measures to prevent recurrence, and making various recommendations.
(f) Board of Company Auditors
As of the date of submission, our Board of Company Auditors consists of three outside company auditors and is chaired by Masaaki Mizuta, the full-time company auditor. Based on the audit policy and audit plan, each company auditor attends meetings of the Board of Directors and other important meetings, receives reports on important matters from directors, etc., monitors the status of business execution, and strives to enhance the effectiveness of the board through cooperation with the accounting auditor. The Meeting of the Board of Company Auditors is held once a month in principle and on an ad hoc basis as necessary. The company auditors also actively collaborate and exchange opinions with the employees in charge of the internal audit and the accounting auditor as necessary in order to conduct audit in an efficient manner, in addition to attending important meetings such as board meeting and conducting on-site audits.
(g) Internal Audit Department
Our company has established the Internal Audit Department under the direct control of the President and Chief Executive Officer, which is independent from the business execution divisions. One Internal Audit Department Manager and four employees in charge of the internal audit conduct audits based on the audit plan. We recognize that internal audit is conducted for the purpose of contributing to the streamlining of management and improvement of efficiency. We conduct the internal audit under the basic policy of the risk-based approach to the existing business operations and from the view point of examining the status of business practices that focus on compliance.
(h) Accounting Auditor
Our company has entered into an audit service agreement with Deloitte Touche Tohmatsu LLC which conducts the accounting audit from an independent standpoint. The accounting auditor has no specific interest in our company.