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Corporate Governance
Basic Philosophy
The ShinMaywa Group places top priority on conducting its business in compliance with relevant laws and regulations, social norms, and common sense, as well as on ensuring transparency and rationality in the group's management in order to improve our corporate value.
ShinMaywa Corporate Governance
In consideration of its business format and scale, ShinMaywa Industries, Ltd. has introduced an executive officer system subsequent to its adoption of a corporate auditor system. The executive officer system is intended to strengthen management functions by transferring authority over individual business operations to Executive Officers in order to speed up decision-making processes and clarify executives’ responsibilities while freeing up Board Members (Board of Directors) to focus on evaluating individual businesses, making decisions about the allocation of management resources, and exercising supervision over business operations from a corporation-wide perspective. Through introduction of this executive officer system, the Company aims to enhance its corporate governance and realize higher operational efficiency.
In addition to setting its Board Members’ and Executive Officers’ terms of office at one (1) year in order to enable the Company to evaluate management personnel’s performance and clarify their responsibilities, ShinMaywa voluntarily established a “Management Personnel Committee.” This is an advisory body to the President, comprising primarily experts (lawyers and university professors) and Board Members selected from outside the Company. It was established with a view to further improving the transparency and appropriateness of personnel affairs and compensation programs.
Currently, the Company has seven (7) Board Members (including two (2) Outside Board Members), who hold monthly Board of Directors’ meetings to make decisions regarding important management matters and oversee the execution of duties by Board Members where appropriate. The two Outside Board Members are expected to take an active role in further enhancing the functions of monitoring management and providing advice on corporate management at the meetings of the Board of Directors. They are selected from among persons who have deep insight into company management processes and are effectively independent of ShinMaywa. Meanwhile, the Company’s Articles of Incorporation stipulate that the number of Board Members should not exceed eight (8).
ShinMaywa also has eleven (11) Executive Officers (including four (4) Executive Officers concurrently serving as Board Members), and they are mainly responsible for conducting individual business operations. These Executive Officers take part in deliberations on important Company management matters as members of the Senior Executive Committee, which is an advisory body to the President and meets once a month, in principle.
The number of Corporate Auditors is five (5) (including three (3) Outside Corporate Auditors). These Corporate Auditors conduct audits by participating in the meetings of the Board of Directors and other important meetings within the Company, hearing reports on the Company’s operations from Board Members and employees, and inspecting approved documents. The three Outside Corporate Auditors are appointed from among lawyers, certified public accountants/tax accountants, and corporate executives, and these Outside Corporate Auditors with a variety of experience backgrounds contribute to ensuring the neutrality and effectiveness of auditing by expressing their opinions on the execution of duties by Board Members, mainly from the perspectives of expertise in their specialized fields. In order to ensure the independence of Outside Corporate Auditors, the Company appoints them from among persons who have never been involved in the Company’s business as either legal advisors or accounting auditors.
Meanwhile, pursuant to the provisions of its Articles of Incorporation, the Company has entered into an agreement with each Outside Board Member and Corporate Auditor on limitation of their liability for damages, as stipulated in Paragraph 1 of Article 423 of the Companies Act. Under this agreement, the maximum amount of their liability for damages shall be the minimum amount provided for under the law.
The Company has appointed Grant Thorton Taiyo ASG LLC as its accounting auditor, and has created an environment in which audits can be conducted in a fair and proper manner by providing the auditor with accurate management information.
Regarding measures for compliance, ShinMaywa has established a Corporate Credo, Group Philosophy and Ethical Standards as guidelines to help all employees act in accordance with laws and regulations, social norms and common sense and has designated a “ShinMaywa Ethics Day” and “Corporate Ethics Month,” thereby promoting efforts to raise compliance awareness and to have various compliance systems take root in the organization. With the aim of clarifying responsibilities and promptly carrying out operations regarding corporate social responsibility (CSR), the Company has appointed an Executive Officer in charge of CSR and created a special organizational unit to promote CSR activities. It has also set up a system for seeking guidance and advice on its activities from the CSR Advisory Committee, the majority of whose members are appointed from outside of the Company. Furthermore, the Company has been striving to eliminate compliance risks through early detection of problematic events and a self-cleansing mechanism, by conducting internal audits and establishing a “Corporate Ethics Helpline.”
Company’s Management System
