Corporate Governance
Structural foundation to ensure integrity of corporate management
Our thought about the corporate governance
We aim to fulfill our corporate governance for the following objectives
- Enhancing transparency, fairness and mobility toward management issues
- Establishing management structure capable of dealing with management environment changes in a timely and efficient manner.
- Continuously improving corporate values through a sound relationship with stakeholders
Audit firm and internal audit system
For external audits, we have entered into an audit contract with Deloitte Touche Tohmatsu LLC to conduct accounting audits and internal control audits from an independent standpoint, and we receive accounting advice as appropriate.
For our internal audit system, the Internal Audit Office conducts audits of the business execution and compliance status at each department, reports the results to the Board of Directors and the Audit and Supervisory Committee on a regular basis, and evaluates internal controls.
Corporate governance system
Board of Directors
The Board of Directors consists of directors, outside directors, and members of the Audit and Supervisory Committee, and is chaired by the President. The Board of Directors is responsible for decision-making on the most important matters such as basic management policies and supervision of business execution. In November 2015, our company separated management decision-making and supervisory functions from business execution functions in order to clarify the responsibility and authority of business execution. Furthermore, in order to increase management agility, we introduced a continued-employment type system for executive officers in November 2015, and a job-assignment type system for titled executive officers in November 2020.
Audit and Supervisory Committee
The Audit and Supervisory Committee consists of corporate auditors (including outside directors). The Committee audits and supervises the status of execution of duties by directors in accordance with the Auditing Standards established by the Audit and Supervisory Committee. The Committee also collects information from directors and employees and exchanges opinions. It also works closely with auditors and the Internal Audit Office in order to share information and monitor management.
Nomination and Remuneration Advisory Committee
As a voluntary advisory body to the Board of Directors, we established the Nomination and Remuneration Advisory Committee, which consists of directors and members of the Audit and Supervisory Committee. The Nomination and Remuneration Advisory Committee appropriately creates opportunities for the involvement and advice of independent outside directors in procedures related to the nomination and remuneration of directors and executive officers, and ensures the fairness, objectivity, and transparency of the decision-making process of the Board of Directors. The ultimate purpose of the Committee is to improve corporate governance and further enhance the corporate governance system. In response to consultation from the Board of Directors, the Committee deliberates on matters related to the appointment and dismissal of directors and executive officers, matters related to the selection and dismissal of the President and titled executive directors, matters related to succession planning and training for directors, matters related to remuneration for directors and executive officers, and other matters related to nomination and remuneration as consulted by the Board of Directors. The Committee then reports the results of deliberation to the Board of Directors.
About our Risk Management System
Shinwa regards compliance violations as one of the most important risks of losing trust from society. We have created compliance regulations with this in mind.
We have established an Internal Controls Committee as an organization to promote legal compliance and risk management activities for the entire Shinwa Group. For individual risks such as information security, the environment, safety and health, disaster reduction, exchange rate fluctuations, security-controlled trade, and product and service quality, risk are ascertained by relevant committees such as the Information Security Committee, as well as by departments and affiliated companies. We have also established systems that enables us to respond quickly in the event of an emergency.
In addition to promoting education and dissemination throughout the Group, we have established and are operating a whistleblower hotline.
