Corporate Governance
The Furukawa Company Group maintains fundamental policies regarding corporate governance with respect to heightening managerial transparency, building an effective managerial framework through ongoing efforts to transform its corporate structure, increasing its corporate value by generating consistent profits, and contributing to its shareholders and other stakeholders.
Corporate Governance Framework
The Group's operating holding company Furukawa Co., Ltd. has adopted the system of a company with Board of Directors and Audit & Supervisory Board, and through them supervises business execution. The Company also employs an Executive Officer system which facilitates prompt decision-making and clarification of responsibilities in terms of keeping management supervisory functions separate from executive functions.
| Directors and Board of Directors | The Board of Directors holds regular meetings once a month, and extraordinary meetings as necessary, to supervise the Group's overall business execution. |
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| Nomination & Remuneration Committee | The Company voluntarily established the Nomination & Remuneration Committee, the majority of whose members are Independent Outside Directors, as an advisory body to the Board of Directors. The Board of Directors consults the Committee about matters regarding candidates for Director and Audit & Supervisory Board Member, the appointment and removal of Representative Directors and Responsible Directors, and Director remuneration; the Committee reviews the matters and reports back as necessary. |
| Executive Officer System | Executive Officers perform their tasks according to business plans determined by the Board of Directors, and report the status of business execution as appropriate to the Board of Directors and the Management Committee. |
| Management Council and Management Committee | The Management Council sets the Group's fundamental management policies and strategies, and makes decisions on important matters. Key managerial issues addressed by the Management Council are referred to the Board of Directors for discussion and decisions. Meanwhile, the Management Committee meets monthly to report on the business execution of the Company and its core operating companies, and accordingly reviews such matters and provides direction in that regard. |
| Audit & Supervisory Board and Its Members | The Audit & Supervisory Board determines matters regarding Audit & Supervisory Board Members' execution of duties, including auditing policy, and methods of investigating determining executive operations and financial circumstances. Pursuant to audit policy formulated by the Audit & Supervisory Board, Audit & Supervisory Board Members attend important meetings including those of the Board of Directors and the Management Council, listen to reports from Directors, conduct field investigations at business sites and subsidiaries, and more to audit the execution of operations by Directors and others. |
| Outside Directors and Outside Audit & Supervisory Board Members | The Company elects people with a wealth of experience, expertise, and objective perspectives in various fields to the positions of Outside Director and Outside Audit & Supervisory Board Member, thereby ensuring the validity of our business decision-making and the effectiveness of the supervision and auditing of our business management. |
| Evaluating the Effectiveness of the Board of Directors | To analyze and evaluate the effectiveness of the Board of Directors, the Company conducts questionnaire-based annual surveys of Directors and Audit & Supervisory Board Members, and exchanges opinions with Outside Officers. The results of these activities are reported to the Board of Directors for discussion. In fiscal 2022, the evaluation of effective functions showed a rise relative to that of the previous fiscal year. However, views desiring occasions for freer exchanges of opinions were seen. From fiscal 2023 onward, further improvements will be made through the following initiatives: (1) increasing opportunities to explain and report on the current status and challenges of the Group; (2) providing earnings information and other data of every kind in a form that is readily accessible at all times; (3) expanding discussions on the status of dialogue with shareholders (investors); and (4) expansion of information sharing on the business of each Group company. |
Internal Control System
The Group has set forth “Basic Policy on Establishing an Internal Control System” regarding corporate governance, risk management, compliance, and internal audits. The Group is pursuing improvement of the system not only to secure efficient and appropriate execution of business, but also with a view to promoting sustainability. In addition, the Group is endeavoring to build an effective and efficient internal control system in order to implement consistent, ongoing review of this policy and ensure the appropriateness of operations.