We believe that our company is currently in a growth period, and handling matters quickly and flexibly in response to fast-changing markets and realizing effective management are our top priorities. We also prioritize these same things when establishing of our governance system.
In order to continuously grow and reach the next level as a global company and a public entity, we will enhance our evaluation systems and internal controls to improve our company-wide governance system
Also, we intend to improve the quality of governance for the purpose of more transparent management for the market and society.
Since we believe that objective and neutral management monitoring by third parties is important to corporate governance, we have established a system for managerial oversight from outside directors and auditors.
Board of Directors
The Board of Directors deliberates and decides on important matters such as basic management policies and strategies both at regular and extraordinary meetings of the Board of Directors and mutually supervises the status of business execution of the Directors.
Board of Auditors
The Board of Auditors deliberates and decides on important matters related to audits, and also shares information such as the status of audit execution and problem recognition, as well as the exchange of opinions. The corporate auditors consist of three members, two of whom are outside auditors: they attend important meetings including the board of directors meeting, listening to the director’s explanations regarding important management matters, and present their opinions. We conduct audits of the execution of duties from the perspective of legality and appropriateness.
Corporate Governance Outline
Corporate activities involve risks of various kinds – business strategy risks, legal compliance risks, labor risks, quality risks, financial risks, marketing strategy risks, environmental preservation risks, disaster risks, IT related risks, and so on. We have established Risk Management Rules in order to reduce such risks and to be able to respond rapidly to contingencies. Pursuant to the Risk Management Rules, we have set up a Risk Management Committee chaired by a Risk Manager appointed 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 Chairman
As the person with overall responsibility for companywide risk management, the Risk Management Committee Chairman reports the risk management situation to the Board of Directors and Board of Auditors, 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 profits that the company totals up must all be backed by compliance. The most important things, we believe, are to improve our corporate ethos through disciplined and ethical behavior on the part of each and every one of us, and to build sound working environments and good relationships with the stakeholders around us. Accordingly, we have compiled MARUWA’s basic approaches 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 group employees and is being made generally known and enforced on a rigorous basis.
Respect for human rights
Compliance with anti-trust law and relevant laws and regulations
Prohibition of insider trading
Proper information management
Prohibition of bribery
Prohibition of acts constituting conflicts of interest
Compliance with various business laws and regulations
Security trade controls
Import and export procedures
Respect for intellectual property rights
Appropriate use of IT systems
Disassociation with antisocial organizations