Our Approach to Corporate Governance
The Takasago Group strives to enhance the appropriateness of its management decisions, its checks on the management process and the transparency of its management through the disclosure of information to ensure the appropriateness of corporate governance. Aiming to achieve sustainable growth and enhance corporate value over the medium and long term, we have established the Basic Corporate Governance Policy by resolution of the Board of Directors. It is available on the Group’s website.
①② Board of Directors and Executive Officers System
In principle, the Board of Directors meets once a month, and extraordinary meetings are held as necessary.
Directors ensure the fairness and transparency of management by supervising management, and make the best possible decisions through the development of management strategies and plans and decisions regarding important investment projects and other business operations. At the same time, by setting the term of office of directors to be one year, we ensure sufficient opportunities for earning the confidence of the general meeting of shareholders, clarifying management responsibilities, and strengthening functions for sustainable management. We have introduced an executive officer system to ensure the efficiency of management decision-making by the directors and the speedy execution of business operations, and are working to differentiate the corporate governance function of the Board of Directors from the executive officers’ execution of business operations. In general, the Executive Management Committee meets once a month to discuss important management issues. Executive officers from the overseas offices attend once a quarter. The Group positions the committee as a place for sharing information and discussing global matters.
③④⑤ Board of Auditors, Corporate Auditors, Internal Audit
In principle, the Board of Corporate Auditors meets once a month, and extraordinary meetings are held as necessary.
The corporate auditors cooperate closely with the accounting auditor and exchange opinions and information. The Internal Audit Department reports the results of internal audits to the Corporate Auditors, and the Corporate Auditors may utilize the Internal Audit Department as necessary. In addition, the Corporate Auditors’ Office has been established to assist the Corporate Auditors in their duties. The Board of Corporate Auditors functions more effectively by ensuring that the Corporate Auditors utilize their experience to audit management from a fair and neutral standpoint, working closely with the Internal Auditing Department and the Accounting Auditors.
⑥Committee, etc.
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Corporate |
The committee is chaired by the President and is composed of seven directors, executive officers, and other members. The committee deliberates on important matters related to corporate governance with the aim of continuously enhancing corporate value. |
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Risk |
The committee is chaired by the President and is composed of the general managers of each division. To enable the Board of Directors to comprehensively identify and assess risks that could impact the Group we have strengthened our management system and are continuously deliberating and formulating measures to prevent these risks from impacting the group or mitigating their impact. |
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Crisis |
We have established a system that enables headquarters and affiliates to respond promptly to emergencies, should one occur. We regularly review the reporting and instruction routes linking the Crisis Management Board (located at headquarters) and affiliates to ensure the smooth transmission of important orders and guidance. In addition, to prepare for large-scale disasters and emergencies, The Takasago Group has developed and formulated standardized BCP (Business Continuity Plan) procedures. |
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Compliance |
The committee is chaired by the President and composed of nine directors and full-time corporate auditors. The committee deliberates and promotes important matters for the establishment and thorough implementation of a compliance system. |
Evaluations of Board of Director Effectiveness
The Takasago Group conducts periodic evaluations of the effectiveness of its Board of Directors with the aim of enhancing its effectiveness and enhancing corporate value. A summary of the results of these evaluations is disclosed on our website.
Evaluation Method
A questionnaire is distributed to all directors and corporate auditors regarding the effectiveness of the Board of Directors, in which they are asked to rate the effectiveness of the Board of Directors on a step-by-step basis and to provide comments. The Board of Directors deliberated on the results of the questionnaire, which are analyzed and discussed at the Board of Directors’ meeting. The major items in the questionnaire are as follows.
- Composition of the Board of Directors
- Operation of the Board of Directors
- Roles and Responsibilities of the Board of Directors
- Performance of Directors and Corporate Auditors as Individuals
- Structure supporting the Board of Directors
- Relationship with Stakeholders
Summary of FY2021 Evaluation Results
As a whole, the Board of Directors is effective and functioning properly. Since this is the first year of the new medium-term management plan, the Board of Directors oversaw efforts to put each plan into action and discussed the Group’s overall strategy for achieving its goals, including responses to environmental changes such as the global increase of raw materials prices. In addition, the Board of Directors acted appropriately on issues to be handled by the Board of Directors, including the establishment of the Sustainability Basic Policy.
Efforts to Improve Effectiveness
The Board of Directors confirmed that the promotion of constructive discussion regarding the direction of The Takasago Group, including its corporate strategy, and the exercise of effective supervisory functions will continue to be an issue for the Board of Directors and that the continued enhancement of its functionality is necessary in the future. Based on the results of this evaluation, the Board of Directors will continue to sufficiently discuss and resolve issues to enhance its effectiveness and improve corporate value.