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Corporate Governance
Corporate Governance System Overview
We have adopted a corporate governance system consisting of a Board of Directors and Audit & Supervisory Board Members, including highly independent Outside Directors. Regarding management decision-making, execution, and supervision, the Board of Directors meets at least monthly to decide on important matters and oversee the execution of specific business operations. We also hold management meetings with senior management and company-wide meetings to discuss the operation of each business, as appropriate, for thorough discussion. We also seek advice as needed from external experts, such as lawyers and certified public accountants, to ensure the proper and prompt promotion of our business. We have also introduced an executive officer system, which separates the management decision-making and supervision functions from the business execution functions, fully utilizes the supervisory function of the Board of Directors, and further strengthens its business execution function. Furthermore, we have established a Nomination and Remuneration Advisory Committee as a voluntary advisory body to the Board of Directors to further ensure transparency and fairness in the consideration of director nominations and compensation.
In addition, the Audit & Supervisory Board Members attend the Board of Directors meetings and other important meetings to accurately grasp and monitor the status of management execution, and also utilize the Audit & Supervisory Board Members' assistants to assist in their duties and audit the status of the development of internal control systems and risk management systems. Regarding accounting audits, an audit contract is concluded with an accounting auditor, and in addition to regular audits, necessary accounting advice is received as appropriate.Internal Control System
The Company's Board of Directors has resolved to implement the system (internal control system) stipulated in Article 362, Paragraph 4, Item 6 of the Companies Act, and the Company operates this system. The Company aims to maintain and improve the internal control system by continually reviewing this system.
Basic Policy on the Development of Internal Control Systems (May 29, 2025) (PDF:113KB)
Compliance
We have established a code of conduct based on our corporate philosophy and are continuously conducting educational activities to raise awareness of compliance, including among our subsidiaries.
Furthermore, in order to promote activities related to compliance with laws and regulations, we have established a compliance officer, a legal and compliance promotion department, and a compliance committee, and have put in place a system to maintain and improve compliance.
Furthermore, we have implemented a thorough "immediate reporting" policy, which requires that any compliance violations must be reported immediately to a superior. We are also working to enhance our internal reporting system, with the General Manager of the Legal and Compliance Promotion Department, an assistant to the Audit & Supervisory Board Member who is independent from management execution, an outside lawyer, and the parent company as contact points.
Risk Management
We manage overall risk by:
Each business division is responsible for the risks associated with its overall business activities. It identifies individual risk items, establishes its own rules, including procedures for preventing and responding to identified risks, and periodically conducts self-inspections to manage these risks. Each corporate division works together to build a company-wide risk management framework by formulating internal rules for its respective operations and risk management policies, methods, and guidelines. It supports each business division's risk management while monitoring and implementing necessary improvements. Furthermore, the Integrated Risk Management Department utilizes the "Basic Elements," a set of fundamental business management requirements set by our parent company, Sumitomo Corporation, for its group companies, to visualize internal control issues and risks and implement a PDCA cycle to address priority issues based on the company's overall strategy. The Internal Audit Department, independent of business execution, audits the risk management status of each business division and corporate division and provides necessary advice.
For specific issues and risks (compliance, information security, environmental management, quality, health and safety, human rights and diversity), we will appoint an officer in charge and clarify his or her responsibilities, then establish a committee as an advisory body to that officer. Through continuous company-wide activities, we will support risk management by each business division and corporate department.