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The Company’s position on corporate governance is that we should maximize returns to shareholders by continuing to grow and develop under changing social and economic environments. Recognizing this, we have taken a number of steps to improve corporate governance. For instance, we have accelerated key decision making, clarified responsibilities with respect to the execution of duties, improved and strengthened our compliance systems and internal controls, and sought to make timely disclosure. |
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1. Corporate Governance System |
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2. Preventing acts in violation of laws and ordinances |
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The Company set up the Corporate Social Responsibility (CSR) Committee as a body that decides on and improves legal compliance, fairness and ethics. We also established the CSR Charter and have made clear our stance on CSR.
We also laid down a Vilene Group Code of Conduct and standards of behavior as the basic mindset that employees of the Company and its group companies should maintain, and we have a clear commitment to protecting the environment and contributing to the community. We are also dedicated to full legal compliance, which will achieve by ensuring that all employees are familiar with our Vilene Group Code of Conduct and standards of behavior through briefings and other means.
In addition, we established the Internal Auditing Department as part of the internal control system. The department conducts periodic audits of the Company and its Group companies. |
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3. Strengthening of the functions of the Board of Directors and the Board of Statutory Auditors |
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The Company has clarified its decision-making and bolstered its monitoring functions with the seconding of three part-time directors from three large shareholders.
Important problems about the conduct of business are deliberated and examined by the Management Committee, attended by full-time directors, deputy directors and statutory auditors to accelerate decision-making. The Board of Directors focuses on the monitoring of management.
Management and the decision-making process are monitored by standing auditors, who attend important meetings of the Company and Group companies. The number of outside auditors was increased from one to two at the ordinary general meeting of shareholders in 2003. At present, all three standing auditors are full time and are responsible for monitoring management.
In April 2006, we set up a Human Resources Committee, raised the level of transparency of human resources affairs and the treatment of directors. We have also developed a more active management organization. |
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4. Disclosure |
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The Company has been active in seeking to make a timely disclosure of important information, as a means of improving management transparency. We disclose balance sheets, income statements, periodical settlements of accounts and business analysis materials, among other items, using the IR section of our website. As further disclosure initiatives, the Company has held briefings on its business, principally for analysts, twice every year. |
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