The Group basic policy of corporate governance is to enhance the transparency of corporate management, build an efficient corporate management system by continuing to make reforms to our corporate structure, increase corporate value by generating stable profits, and contribute to our shareholders and other stakeholders.
Corporate Governance System
Furukawa Co., Ltd., is our group's holding company. The company has adopted a system wherein there exists a Board of Directors and an Audit & Supervisory Board to supervise the execution of operations. We have also adopted an Executive Officer System which ensures a separation between management supervisory functions and business executive functions management, thereby expediting decision-making and ensuring the clarification of responsibilities.
|Director, Board of Directors||Our Board of Directors convenes on a regular basis (once a month) and on an interim basis when deemed necessary to supervise the execution of business throughout the group.|
|Nomination & Remuneration Committee||The Nomination & Remuneration Committee has been set up on a voluntarily basis as an advisory organization for the Board of Directors. This committee's principal members are independent outside directors. The committee is consulted with, deliberates on, and when necessary, provides recommendations in relation to matters such as candidates to be considered for the positions of Director and Audit & Supervisory Board Member, the selection and dismissal of the Representative Director and Directors with special titles, and compensation for Directors.|
|Executive Officer System||Our Executive Officers execute business based on management plans determined by the Board of Directors. They then provide reports on the state of execution of said business at the Board of Directors and at the Management Committee as deemed appropriate.|
|Management Council, Management Committee||Our Management Council makes decisions on the group's basic management policies, on the planning of strategies, and on important matters. Of the matters which are referred to the Management Council, matters of importance for corporate management are also referred to the Board of Directors. Our Management Committee also reports on the execution of business taking place at our company and our core operating companies every month, and then reviews and issues instructions on such matters.|
|Audit & Supervisory Board Member, Audit & Supervisory Board||Our Audit & Supervisory Board makes decisions on audit policies, operational decisions, the methods deployed for the investigation of the state of assets, and other matters related to the execution of the duties of Audit & Supervisory Board Members. In accordance with the audit policy established by our Audit & Supervisory Board, Audit & Supervisory Board Members audit the execution of business executed by Directors through attending important meetings, such as those of the Board of Directors and the Management Council, listening to reports provided by Directors and other individuals, and on-site surveys conducted at offices and subsidiaries and via other such means.|
|Outside Director and Outside Audit & Supervisory Board Member||We appoint Outside Directors and Outside Audit & Supervisory Board Members armed with an abundance of experience, expertise, and objective viewpoints in a variety of fields to ensure the appropriateness of decision-making and the effectiveness of supervision and audits when it comes to the management of our company.|
|Evaluating the Effectiveness of the Board of Directors||In order to analyze and assess the effectiveness of our Board of Directors, we issue questionnaires every year to our Directors and Audit & Supervisory Board Members and also have Outside Directors and Audit & Supervisory Board Members take part in exchanges of opinions, the results of which are then reported to and discussed by the Board of Directors. Please see our Corporate Governance Report for an overview on the assessment of the effectiveness of our Board of Directors.
Internal Control System
Our group's Basic Policy on the Development of an Internal Control System for corporate governance, risk management, compliance and internal auditing, stipulates that internal controls need to be implemented not only to ensure the efficient and appropriate execution of business, but also that the operation of internal controls takes place from the perspective of the promotion of sustainability as well. We also strive to constantly review our systems and work to establish effective and efficient internal control systems which serve to ensure appropriateness of our operations.