Basic concept regarding corporate governance
For our company’s basic concept regarding corporate governance; sustainable growth and medium- to long-term enhancement of the corporate values are positioned as the most important issue in management. In order to achieve these goals, we are convinced that it is indispensable to strengthen our corporate governance system. Aiming for an enhanced corporate governance system, we have constructed an organization that can respond rapidly to changes in the business environment, and maintain an attitude toward conducting fair and transparent business management as a listed company; we are proceeding to aim for an establishment of a corporate structure to fulfill social responsibilities and business ethics.
Overview of the corporate governance system and reasons to adopt such a system
In order to further enhance corporate governance, upon approval during the forty sixth Annual Shareholders Meeting held on June 25, 2019, our company has transitioned into a corporation with Audit & Supervisory Committee. By granting the voting rights of the Board of Directors to directors who are members of Audit & Supervisory Committee including external directors; auditing and supervisory functions have been reinforced, and the corporate governance system has also been further enhanced and reinforced. The company has concluded that this will contribute to the continuous improvement of our company’s corporate value.
Our company's Board of Directors consists of six directors (excluding directors who are Audit & Supervisory Committee members) and three directors who are Audit & Supervisory Committee members. Three out of the nine directors (a ratio of 33.3%) are independent outside directors who are registered as an independent officer of the Tokyo Stock Exchange.
Specific contents of each organization are as follows.
Board of Directors
The Board of Directors consists of nine directors in total. Six of them are directors excluding directors who are Audit & Supervisory Committee members, and three of them are directors who are Audit & Supervisory Committee members (all three are external directors). From the Board of Directors' perspective, not only are the important matters such as management policies, etc. decided upon discussions but it will also carry a function of mutually supervising the details of business executions. Not only will the Board of Directors hold regular meetings once a month but will hold special meetings if needed.
Audit & Supervisory Committee
Audit & Supervisory Committee is composed of three Audit & Supervisory Committee members who are external directors. They audit the conformity/validity of the decision-making in regards to the business executions by the directors, establishment/operation of the internal control systems, auditing method and results by the accounting auditor, and discuss whether election/dismissal of the accounting auditors are necessary.
Corporate governance system
(as a Corporation with Audit & Supervisory Committee)
Corporate activities involve various kinds or risks – management strategy risks, legal compliance risks, environmental protection risks, labor risks, quality risks, financial risks, sales strategy risks, IT related risks, etc. We have established Risk Management Rules in order to reduce such risks and to be able to act promptly towards unexpected situations. In accordance with the Risk Management Rules, we have set up a Risk Management Committee chaired by a Chief Risk Officer elected by the President.
Risk Management Committee
This Committee identifies and assesses risks present inside the company from multi-angled perspectives. For that purpose, it gives instructions on, and makes reports concerning, responses to risks, causes of risks, risk prevention/discovery frameworks, the monitoring situation, and so forth, to the various department heads. It also gives guidance for framing of regulations, implementation of training, and preparation/distribution of manuals in the various departments.
Risk Management Committee Chairperson
As the manager of the companywide risk management, the Risk Management Committee Chairperson reports the risk management situation to the Board of Directors and Audit & Supervisory Committees based on the risk assessment results acquired at the Committee meetings.
The company is supported by various stakeholders, and while it aims for profit growth, its business activities could not exist if they were not approved by society. Compliance is the foundation that supports the company’s honest business activities, and the posted profits must all be backed by compliance. We believe that the most important thing is to improve our corporate ethos through disciplined and ethical behavior on the part of each and every one of us, and to build a healthy workplace environment and a good relationship with the stakeholders around us. Accordingly, we have compiled MARUWA’s basic concept regarding compliance into a "Compliance Manual," which has been drawn up as a common code of conduct for the MARUWA Group in Japan and overseas. The Compliance Manual has been distributed to the group employees so that they are aware of and comply with the contents.
MARUWA Groups' Compliance Manual
Respect for human rights
Observance of antitrust law and relevant laws and regulations
Compliance with the Subcontract Act
Prohibition on insider trading
Proper information management
Prohibition of bribery
Prohibition on Acts that Create Conflict of Interests
Compliance with various business laws and regulations
Security trade control
Import and export procedures
Respect for intellectual property rights
Appropriate use of IT systems
Ban on relations with anti-social forces
Appropriate accounting procedure/tax filings and appropriate disclosure of corporate information
Prohibition of unfair competition
Respect for corporate property