Concept of corporate governance
The Nansin Group's management philosophy is to "contribute broadly to society through human development and product manufacturing," and we strive to accurately fulfill our corporate social responsibility (CSR) by improving customer satisfaction and creating corporate value. We strive to grasp relevant management information and make decisions quickly.
To this end, we fully recognize the importance of corporate governance to ensure fair and transparent management, and position its enhancement and reinforcement as one of our most important management issues.
To this end, we fully recognize the importance of corporate governance to ensure fair and transparent management, and position its enhancement and reinforcement as one of our most important management issues.
Overview of the corporate governance system and reasons for adopting the system
i) Overview of corporate governance system
The Company has established an Audit and Supervisory Committee, which strengthens the supervisory function of the Board of Directors, enhances corporate governance, and ensures speedy management in line with actual conditions by executive directors who are familiar with company operations.
The Board of Directors is made up of five directors (excluding directors who are members of the Audit and Supervisory Committee) and three directors who are members of the Audit and Supervisory Committee, and in principle meets once a month to discuss the most important matters such as management policy and the execution of each business. We are making decisions.
The Audit and Supervisory Committee consists of one full-time Audit and Supervisory Committee member and two part-time Audit and Supervisory Committee members (part-time Audit and Supervisory Committee members are outside directors), and holds regular meetings once a month in principle to decide on audit policies, conduct audits, report on the situation and improve audit matters.
Audit and Supervisory Committee members attend meetings of the Board of Directors and strive to strengthen the audit function and improve management transparency. Additionally, the Audit and Supervisory Committee not only exchanges information and opinions with the accounting auditor as appropriate during accounting audits, but also accompanies and witnesses the audits of the accounting auditor.
The Audit and Supervisory Committee consists of one full-time Audit and Supervisory Committee member and two part-time Audit and Supervisory Committee members (part-time Audit and Supervisory Committee members are outside directors), and holds regular meetings once a month in principle to decide on audit policies, conduct audits, report on the situation and improve audit matters.
Audit and Supervisory Committee members attend meetings of the Board of Directors and strive to strengthen the audit function and improve management transparency. Additionally, the Audit and Supervisory Committee not only exchanges information and opinions with the accounting auditor as appropriate during accounting audits, but also accompanies and witnesses the audits of the accounting auditor.
Furthermore, pursuant to Article 427, Paragraph 1 of the Companies Act, the Company has entered into agreements with directors who are not executive directors, etc. and Audit and Supervisory Committee members to limit liability for damages under Article 423, Paragraph 1 of the Companies Act. I am. The maximum amount of liability for damages based on this contract is the amount stipulated by law. Please note that this limitation of liability is only permitted if the non-executive director, etc. and the Audit and Supervisory Committee member act in good faith and are not grossly negligent in the performance of their duties that gave rise to the liability.
The members of each institution are as follows.
(◎ represents the chairperson or committee chairperson.)
Title | Name | DirectorAssociation | Audit and Supervisory Committee Member |
President The president | Takahiro YAMAMOTO | ◎ | |
President vice president | Takahiro SUWA | 〇 | |
Managing Director | Takahiro YOKOBORI | 〇 | |
Director | Takashi OHSONO | 〇 | |
Director | Masataka SAITO | 〇 | |
Director (Audit and Supervisory Committee) | Kunimitsu ITO | 〇 | ◎ |
Outside director (Audit and Supervisory Committee) | Masato TANI | 〇 | 〇 |
Outside director (Audit and Supervisory Committee) | Seiji CHIKURA | 〇 | 〇 |
ii) Reasons for adopting a corporate governance system
The Audit and Supervisory Committee, consisting of one full-time Audit and Supervisory Committee member and two part-time Audit and Supervisory Committee members, strives to conduct appropriate audits in cooperation with the accounting auditor and the Internal Audit Office. We have adopted the above system after comprehensively determining the need to ensure the appropriateness of business execution through these measures and speeding up decision-making in response to changes in the business environment.
③ Other matters related to corporate governance
i) Status of development of internal control system
Our company has built a system in accordance with the basic policy of internal control system defined below.
1. Systems to ensure that the execution of duties by directors and employees complies with laws and regulations and the Articles of Incorporation, and other systems to ensure the appropriateness of the operations of the corporate group consisting of the Company and its subsidiaries (hereinafter referred to as the "Company Group")
(1) Directors and employees of our group must strive to properly execute their duties based on our management philosophy, code of conduct, compliance regulations, etc.
(2) The Company's Audit and Supervisory Committee members shall audit the appropriateness of the execution of duties by the Company Group's directors and employees, including the construction and operational status of the internal control system, from an independent standpoint based on the Audit and Supervisory Committee regulations, etc. .
(3) The Company's Internal Audit Office, in collaboration with the Audit and Supervisory Committee and domestic and international accounting auditors, audits the appropriateness of the execution of duties by the Group's directors and employees.
(4) The Company will establish a whistle-blowing system that covers the entire group in order to detect and correct legal violations and other compliance-related issues at an early stage. When employees, etc. discover such problems, they must report them to the full-time audit and supervisory committee member or legal advisor, etc. The company must keep the contents of the report confidential and must not treat the whistleblower disadvantageously.
(5) The Company will establish a basic policy for eliminating anti-social forces, and will establish a system to cut off relations with anti-social forces and reject unreasonable demands.
(6) In order to ensure the reliability of financial reporting under the Financial Instruments and Exchange Act, the Company shall, with the approval of the Internal Control Committee, continually evaluate the effectiveness of the internal control system and take necessary corrective measures. Take the following steps.
2. System for storing and managing information related to the execution of duties by directors
(1) Information related to the execution of duties by directors will be appropriately and reliably recorded, stored, and managed according to the storage medium, based on laws and regulations, document management regulations, etc. Directors and Audit and Supervisory Committee members may view and copy this information as appropriate.
(2) Regarding the storage and management of information, separate information security guidelines, personal information handling regulations, insider trading prevention regulations, etc. will be established to ensure thorough information management.
3． Regulations and other systems regarding the management of the risk of loss in our group
(1) In order to deal with various risks related to corporate activities, the Company's internal audit office works to identify and reduce risks during normal times, and in emergencies, the emergency response headquarters headed by the president responds to emergencies. Respond according to the manual.
(2) The Company will manage risks for the entire Group through mutual cooperation among group companies.
4. System to ensure that the duties of our group's directors are executed efficiently
(1) The Company positions the Board of Directors as the highest decision-making body regarding the Group's management strategy and business execution, etc. The Board of Directors meets in principle every month in accordance with the Board of Directors regulations, and supervises the status of business execution. Extraordinary meetings of the Board of Directors and various committees will be held as necessary.
(2) The Group will formulate a medium-term management plan based on the annual budget and the future business environment, and implement concrete plans to achieve the plan. The Company manages the objectives of the entire Group and supervises the execution of business. Group companies pursue efficiency and effectiveness in their respective operations through mutual cooperation.
(3) The Group shall establish organizational regulations, division of duties regulations, and authority regulations, etc., clarify where responsibilities lie, and ensure fair and efficient execution procedures. Additionally, the Company will introduce an executive officer system to ensure efficient business execution.
5. System for ensuring the appropriateness of operations within our group
(1) The Company shall establish affiliated company management regulations, and stipulate matters to be approved by subsidiaries, matters to be reported, etc. Based on this, the subsidiary will periodically report on the status of business execution and apply for prior consultation and approval regarding important matters.
(2) The Company will regularly audit the business execution of its subsidiaries, with the directors in charge of subsidiaries, full-time Audit and Supervisory Committee members, and the Internal Audit Office playing a central role, in collaboration with domestic and international accounting auditors. In addition, directors of subsidiaries attend various meetings held by the Company and report on management issues to ensure thorough implementation of policies.
6. Matters related to employees who assist the Audit and Supervisory Committee in its duties, matters related to the independence of such employees from directors, and matters related to ensuring the effectiveness of the Audit and Supervisory Committee's instructions to the employees.
(1) If the Audit and Supervisory Committee requests the appointment of an employee to assist with its duties, the Company will appoint an employee to assist with the audit. Personnel matters, etc. will be determined through consultation between the directors and the Audit and Supervisory Committee.
(2) The above-mentioned employees will prioritize their duties and be separated and independent from the chain of command and command from their superiors, including directors.
7. A system for directors and employees to report to the Audit and Supervisory Committee, a system for directors and employees of subsidiaries, or persons who have received reports from these persons to report to the Audit and Supervisory Committee, and a system for the person who made the above report to report to the Audit and Supervisory Committee. A system to ensure that you are not treated disadvantageously due to making the report.
(1) Directors and employees of the Group shall report to the Audit and Supervisory Committee as appropriate regarding the status of business execution, and immediately when they discover facts that may cause significant damage to the company. The Audit and Supervisory Committee may request explanations from directors or employees, etc. as necessary.
(2) Regarding the above report, the Group prohibits any disadvantageous treatment of Group directors, employees, etc. on the basis of having made the report, and ensures that everyone is thoroughly informed to that effect.
8. Matters related to procedures for advance payment or reimbursement of expenses incurred in the execution of duties of the Audit and Supervisory Committee, and other policies related to processing of expenses or debts incurred in the execution of such duties.
The Company will promptly process payments for expenses incurred in the execution of duties by the Audit and Supervisory Committee.
9. Other systems to ensure that audits by the Audit and Supervisory Committee are conducted effectively
(1) The Audit and Supervisory Committee may attend important meetings such as meetings of the Board of Directors, and may view and copy information such as documents related to business execution as appropriate. Additionally, the Audit and Supervisory Committee may utilize external experts (lawyers, certified public accountants, etc.) to receive advice as necessary.
(2) The Audit and Supervisory Committee will meet regularly with the President, the Internal Audit Office, and domestic and international accounting auditors, and exchange opinions to promote communication and mutual cooperation.
ii) Status of development of risk management system
Our company's risk management system is such that, based on the decisions of the Board of Directors, the department in charge coordinates with related departments to manage risks that occur in the execution of business. In addition, we have established a system to receive guidance and advice regarding legal matters, tax matters, etc. from legal advisors and various experts as appropriate. Furthermore, we have established an internal reporting system for the early detection of legal violations, and are striving to create a healthy and open organizational culture.
iii) Status of system development to ensure appropriateness of subsidiary operations
The Company has stipulated in its Affiliate Company Management Regulations that appropriate business management shall be carried out for its subsidiaries. In principle, the status of business execution of subsidiaries is reported to the Company's Board of Directors every month, and the Company's Internal Audit Office conducts internal audits on a regular basis. The Audit and Supervisory Committee also audits the status of business execution of subsidiaries.
④ Activities of the Board of Directors
During the current fiscal year, the Company held meetings of the Board of Directors once a month in principle, and the attendance status of individual directors is as follows.
Name | Number of times held | attendNumber of times |
Takahiro YAMAMOTO | 12 times | 12 times |
Takahiro SUWA | - | - |
Takahiro YOKOBORI | 12 times | 12 times |
Takashi OHSONO | 12 times | 12 times |
Masataka SAITO | 12 times | 12 times |
Kunimitsu ITO | 12 times | 12 times |
Masato TANI | 12 times | 7 times |
Seiji CHIKURA | 12 times | 10 times |
The specific content of the Board of Directors' deliberations is to discuss management policies and important business operations in accordance with the Board of Directors regulations and the power table.
In addition to matters related to the Bank, matters authorized by resolutions of the general meeting of shareholders, and matters stipulated in laws and regulations and the articles of incorporation,
We receive reports on matters stipulated by law and the status of execution of important operations.
⑤ Outline of the content of the liability limitation contract
The Company shall, in accordance with the provisions of Article 427, Paragraph 1 and Article 423, Paragraph 1 of the Companies Act, act in good faith and without gross negligence with respect. We have concluded a liability limitation contract with the minimum liability amount stipulated in Article 425, Paragraph 1.