Home > CSR (corporate social responsibility) > Corporate governance > Basic concept and status of fixing of internal governance system

Basic concept and status of fixing of internal governance system

Our company has the following organizations (hereinafter called internal governance) in order to appropriately manage the operations of the enterprise group consisting of the company and its subsidiaries under Corporate Law and Corporate Law Execution Rules.

1.Organization for assuring that the execution of jobs by directors and employees of the company and its subsidiaries may conform to the laws and the article of incorporation.
  1. (1) The company has established the “Group enterprise behavior charter” in order to make known the corporate compliance and enterprise ethics spirit thoroughly among the directors and the employees of the group companies, and endeavors to make known the related laws and regulations, and to compile internal regulations and manuals, and train and educate the employees.
  2. (2) The audit room, that is, the internal audit department audits the compliance of the business activities of the individual divisions with the laws and the article of incorporation, and also promotes and supervises the law-abiding activities and enterprise ethical attitude beyond the barrier of departments by installing the Compliance Committee chaired by the representative director.
  3. (3) Daiwabo Help Line is installed and managed by the legal affairs compliance room as means for presenting information by employees about the statutory doubtful maters, so as to prevent problems beforehand.
2.Organization about storage and management of information about execution of jobs by the company's directors.
  1. (1) “Document handling regulation” is compiled, and the information about execution of jobs by directors is recorded and stored as documents or electromagnetic medium (hereafter called “documents”).
  2. (2) The directors and the auditors are authorized to refer to these documents whenever necessary.
3.Rule and other organization about management of risk of loss by the company and its subsidiaries.
  1. (1) “Risk management regulation” is compiled, and risks are divided into three sections, the management risk, the job risk, and the environment, safety and quality risk, and the recognition of common risks and management techniques are shared, and the management function is reinforced. “Crisis management regulation” is compiled, and effects causing tremendous losses are minimized and prevented.
  2. (2) To supervise and promote the attitude of risk management with the Group beyond the orders of divisions, “Risk management committee” chaired by the representative director is organized, and various risks arising newly are promptly discussed and analyzed at the Committee, countermeasures are determined, and the effectiveness of risk management is assured.
4.Organization for assuring that the execution of jobs by directors of the company and its subsidiaries may be done efficiently.
  1. (1) Our company introduces an executive officer system, and the function of the board of directors is limited to planning of strategy and supervision of job execution, and the executive officers are responsible for both execution and liability of jobs based on the group strategy, and the divisions in charge are clarified, and the decision making of the management is made promptly, and the supervising function is fortified, and an efficient and functional management system is built up.
  2. (2) Our Group sets up an intermediate three-year management plan, and establishes a business plan of every year, and the board of directors is held monthly and periodically at the executive officer meeting, and the monthly review and improvements are planned according to the management accounting system based on IT, and the operation management is carried out thoroughly.
  3. (3) Matters having serious effects on the management are discussed at the management meeting and others, and the directors in charge of individual business divisions determine the job execution organization based on the specific measures and the authorization rules conforming to the strategic principle.
5.Organization for assuring the conformity of the jobs in the enterprise group consisting of the company and its subsidiaries.
  1. (1) The Group companies are classified by categories, and basic authorities are determined in “Group management authority regulation,” and the operation management is controlled appropriately with the first priority placed on the appropriateness of the entire Group.
  2. (2) Directors responsible for business management of individual division domains of the Group are appointed, and are authorized with the power and responsibility for ensuring compliance with the law and the company’s Articles of Incorporation as well as establishing a risk management system. Staff departments of holding companies support the beyond the barriers of functions.
6.Mattes relating to the employees when the company's auditors specify employees to assist the job as well as ensuring the independency of the said employees from the directors and the effectiveness of instructions given to the said employees by the auditors.
  1. (1) The auditors may require the employees belonging to the audit room to assist their audit jobs when necessary.
  2. (2) The employees belonging to the audit room, when receiving orders from the auditors necessary for the auditing job, may not receive instructions from the board of directors about such orders.
7.Organization that enables directors and employees of the company as well as directors, auditors, and employees of its subsidiaries to report to the auditors and organization about reporting to other auditors.
  1. (1) The directors and employees of the company report to auditors whenever required about the job execution status in charge at an important meeting such as the board of directors, and the matters specified below.
    i.   Matters possibly lowering the reliability of the company significantly.
    ii.  Matters possibly causing significant damages to the company.
    iii. Sever violation of law and regulation or other important matters.
  2. (2) In the event that any of the directors and employees of the company as well as the directors, auditors, and employees of its subsidiaries discovers any of the matters described in the previous paragraph, he or she will inform the auditors in accordance with the Daiwabo Help Line Operation Rules.
  3. (3) The auditors may request reporting from directors or employees of the company or directors, auditors, or employees of its subsidiaries whenever necessary if judged required for executing the own jobs, and the said directors, auditors, or employees being demanded to abide by the request.
8.Mechanism for assuring that directors and employees of the company as well as directors, auditors, and employees of its subsidiaries will not be treated unfairly for informing auditors of above-listed matters.
  1. (1) Dismissing a person or treating him or her in any other disadvantageous way for informing auditors of the above-listed matters is prohibited pursuant to the Daiwabo Help Line Operation Rules.
9.Matters related to the policies for processing the costs or obligations arising from the execution of duties by the company's auditors.
  1. (1) When an auditor asks for advance payment of costs required for executing his or her duties, such costs or obligations are processed immediately unless it has been proven that the said costs or obligations are not relevant to the execution of his or her duties.
10.Organization for assuring effective execution of auditing by auditors.
  1. (1) The auditors attend important meetings of the board of directors, and pronounce opinions from an independent standpoint. The auditors also inspect the departments of the company, and execute the auditing operations.
  2. (2) The auditors should keep close and regular relations with the accounting auditor in execution of auditing operations. The auditors should periodically exchange opinions with the representative director.

(Basic concept about exclusion of antisocial forces and status of its execution)

Our company has an organization for excluding antisocial deeds and forces as follows.
As specified in “Group enterprise action charter,” our company fights against organized crimes and antisocial forces causing threat on the citizens, society, and safety of the people, as a united organization including the top management and the entire company, and utterly rejects unjust demands and requests.
The legal affairs compliance office is the supervising section to fight against organized crimes, and keeps a close relationship with the local police and other external organizations to collect information, and builds up a system for acting quickly in case of an incident.

To head of this page.