Management System
Corporate Governance
Approach to Corporate Governance
Our corporate philosophy is " Developing stable businesses to ensure the happiness of employees." We recognize that in order to live up to this philosophy and achieve sustainable growth while improving corporate value over the medium to long term, we must enhance our corporate governance as one of the most important management issues. The aim is to become a company with broad stakeholder support by developing our business while being aware of our social responsibilities and the expectations of society.
Based on this approach and the Company's Board of Auditors system, we are increasing the transparency of our management by appointing two or more external directors to the Board of Directors. This will enhance the board's oversight function to help build a truly effective corporate governance system. Moreover, through the introduction of an executive officer system, we are working to separate the management decision-making and business execution functions, enabling more responsive management decisions and business execution. In order to better complement the function of the Board of Directors, we have also established Group Management Committee, Compliance Committee, and Group Compliance Committee. To enable these committees to fulfill their respective roles, we have established systems that enable them to promote open discussions, make rapid decisions, and provide fair and transparent management. Finally, we are continuously working to ensure that our internal control system is operating properly.
Corporate Governance Data
| Organizational structure | Company with a Board of Directors | |
|---|---|---|
| President | Hirotatsu Kambara | |
| Number of Directors | 10 directors, including 3 external directors | |
| Number of Auditors | 1 | |
| Board of Directors meetings during the Fiscal Year Ending December 2022 |
Number of meetings | 12 |
| Agenda item examples | Approval of the annual budget, financial results, and executive appointments, etc. | |
| Important meetings attended by Auditors | Board of Directors, Group Management Committee, Group Compliance Committee | |
| Accounting auditor | Seiyo Audit Corporation | |
Corporate Governance System
Compliance
Ensuring Group-Wide Adherence to a Basic Code of Conduct
In addition to establishing our corporate philosophy, values, purpose, and corporate guideline, we have also implemented a code of conduct. By requiring that every officer and employee upholds the same high standard of ethics and values while performing their activities and duties, the Group is working to ensure group-wide adherence to corporate ethics and to promote compliance management. Accordingly, we have prepared a compliance manual based on our code of conduct, and are working to ensure that all officers and employees have a strong compliance awareness.
Internal Compliance Hotline
The TSUNEISHI Group has established a whistleblower hotline as part of an internal system for officers and employees to anonymously report or inquire about compliance issues. In addition to various activities to raise compliance awareness, we are working to improve group-wide compliance by encouraging the use of this hotline.
