Corporate Governance
Corporate Governance
Basic concept of corporate governance
The C&R Group has adopted the philosophy of "maximizing people's capabilities and contributing to the happiness of people and society," and while being aware of its social responsibility as a company, in order to further increase its corporate value, it is strengthening the supervisory function of its management structure, ensuring transparency, and establishing a system for swift execution of duties. In addition, by placing emphasis on thorough compliance management and working to improve its internal control system, the Group is working to strengthen its corporate governance as a company that is highly regarded by stakeholders and trusted by society.
Overview of corporate governance system
In order to ensure a system for making decisions that emphasize soundness, transparency, and speed of management, the Company has determined that it can enhance corporate governance by having Director, Member of the Board not only monitor each other, but also have Audit & Supervisory Board Member provide objective and neutral monitoring from a professional standpoint, and by enhancing the monitoring function through independent outside Director, Member of the Board and outside Audit & Supervisory Board Member, and has therefore adopted the following system.
Corporate governance system diagram
Director, Member of the Board of directors
The Board of Director, Member of the Board consists of one Chairperson and Representative Director, one President and Representative Director and President, and eight other Director, Member of the Board(four of whom are outside Director, Member of the Board). By appointing outside Director, Member of the Board who have excellent insight into management in general, we strive to strengthen management oversight functions that incorporate neutral and external perspectives and ensure management transparency and fairness. In addition to regular monthly Director, Member of the Board meetings, extraordinary Director, Member of the Board meetings are held as necessary to discuss management issues and business strategies for the entire Group, make decisions on important matters, and oversee the Director, Member of the Board' execution of their duties.
Board of Corporate Audit & Supervisory Board Member
Our company has an Audit & Supervisory Board Member and Audit & Supervisory Board Member board, which consists of one full-time Audit & Supervisory Board Member and three other Audit & Supervisory Board Member(two of whom are outside Audit & Supervisory Board Member). By proactively employing outside Audit & Supervisory Board Member with expertise, we strive to enhance management oversight and ensure sound management. In principle, the Audit & Supervisory Board Member and supervisory board meets once a month to discuss and exchange information on important matters related to audits. In addition, each Audit & Supervisory Board Member attends the Director, Member of the Board, and the Fulltime Audit & Supervisory Board Member attends other important meetings, including the Corporate Officer, to monitor the execution of duties by Director, Member of the Board and Corporate Officer.
Nomination and Compensation Committee
The Nomination and Compensation Committee is composed of six Director, Member of the Board(two internal Director, Member of the Board and four independent outside Director, Member of the Board), with independent outside Director, Member of the Board making up the majority. In addition to meeting according to a predetermined annual schedule, it also meets whenever necessary. As an advisory body to the Director, Member of the Board , it reports to the Board of Directors on matters related to the appointment and dismissal of Director, Member of the Board and matters related to Director, Member of the Board compensation, etc.
Expertise and experience of Director, Member of the Board and Audit & Supervisory Board Member(skill matrix)
| Full name | Position | corporate management Management Strategy | global international experience | Sales marketing | industry knowledge | Financial accounting | legal affairs compliance | ESG Sustainability |
| Yukihiro Ikawa | Chairperson and Representative Director(CEO) | 〇 | 〇 | 〇 | 〇 | 〇 | ||
| Jun Kurosaki | President and Representative Director(COO) | 〇 | 〇 | 〇 | 〇 | 〇 | ||
| Katsuhito Aoki | Director, Member of the Board(CMO) | 〇 | 〇 | 〇 | ||||
| Nonohito Goto | Director, Member of the Board | 〇 | 〇 | 〇 | ||||
Kenji Matsumoto | Director, Member of the Board | 〇 | 〇 | 〇 | 〇 | |||
Yoshio Shimo | Director, Member of the Board | 〇 | 〇 | 〇 | 〇 | 〇 | ||
Hideo Sawada | Outside Director, Member of the Board | 〇 | 〇 | 〇 | ||||
Naomichi Fujinobu | Outside Director, Member of the Board | 〇 | 〇 | 〇 | ||||
Takashi Watanabe | Outside Director, Member of the Board | 〇 | 〇 | 〇 | 〇 | |||
Midori Tago | Outside Director, Member of the Board | 〇 | 〇 | 〇 | 〇 | |||
Shigeru Iida | Fulltime Audit & Supervisory Board Member | 〇 | 〇 | |||||
Yutaka Kitamura | Audit & Supervisory Board Member | 〇 | 〇 | 〇 | ||||
Yoichiro Abe | Outside Audit & Supervisory Board Member | 〇 | 〇 | |||||
Masayuki Nomura | Outside Audit & Supervisory Board Member | 〇 | 〇 |
Corporate Officer
The Corporate Officer Committee is made up of the Representative Director, Member of the Board, full-time Director, Member of the Board, and Corporate Officer. In addition to regular Corporate Officer meetings held twice a month, extraordinary Corporate Officer meetings are held as necessary to ensure a system for thorough preliminary deliberation of matters to be submitted to the Director, Member of the Board and for accurate and prompt management decision-making.
Basic concept of internal control system and its maintenance status
The Company is proceeding with the development of an internal control system with the aim of ensuring that the management supervision function is carried out appropriately and efficiently. The basic purpose of internal control is to (1) contribute to management strategies, (2) ensure the effectiveness and efficiency of operations, (3) ensure the reliability of financial reporting, and (4) comply with relevant laws and regulations. , in order to improve the transparency and efficiency of the Group's management, we verify and evaluate the development and operation status of overall business management.
As for the accounting auditor, Grant Thornton Grant Thornton Taiyo LLC has been appointed as the accounting auditor and has undergone an accounting audit. As a result, we will cooperate with the Board of Corporate Audit & Supervisory Board Member and the Internal Audit Office, such as receiving advice and guidance from the perspective of a third party regarding the appropriateness and legality of accounting and internal control related to accounting, and a more appropriate internal control system. We are working on construction and maintenance.
a System to ensure that the execution of duties by Director, Member of the Board and employees complies with laws and regulations and the Articles of Incorporation
We have established the "Group Compliance Policy" as a code of conduct, and conduct compliance training to ensure that it is well known. In addition, as a company that has adopted the corporate Audit & Supervisory Board Member system, the Company aims to realize fair management by establishing a management monitoring system centered on the supervision of the business execution status of the representative Director, Member of the Board by the Director, Member of the Board of directors and the Audit & Supervisory Board Member and the board of corporate Audit & Supervisory Board Member. We are doing it.
b System related to storage and management of information related to the execution of duties by Director, Member of the Board
The Company records and stores information related to the execution of duties by Director, Member of the Board in documents or electromagnetic media in accordance with the provisions of the "Document Management Regulations". When there is a request for inspection by Director, Member of the Board and corporate Audit & Supervisory Board Member, we respond promptly in accordance with the document management rules. In addition, regarding information management, we have established guidelines on information security and basic policies on the protection of personal information.
c Regulations and other systems for managing the risk of loss
Our risk management system defines the principles of response based on the "Crisis Management Regulations." In addition, to prevent losses, the Internal Audit Office will conduct internal audits based on the "Internal Audit Regulations." Based on the results of these internal audits, we will ensure that the "compliance system" and "risk management system" in the execution of Director, Member of the Board' duties are appropriate.
In addition, from the perspective of protecting personal information, we have obtained Privacy Mark certification and have established a system for handling information.
d. System to ensure that Director, Member of the Board' duties are executed efficiently
The Company holds an Corporate Officer meeting, which is composed of Corporate Officer , including full-time Director, Member of the Board , where thorough discussions are held, enabling the Company to thoroughly deliberate on matters to be discussed at the Director, Member of the Board meeting and to make management decisions accurately and promptly.
e A system for ensuring the appropriateness of operations in a corporate group consisting of a company, a parent company and a subsidiary
(i) System for reporting to the Company on matters related to the performance of duties by Director, Member of the Board and employees of subsidiaries Pursuant to the Group Company Management Regulations, each group company is required to report on certain important matters. In addition, a group meeting is held to report on and discuss each company's business policies, goals, plans and progress, and other important matters.
(ii) Regulations and other systems for managing the risk of loss for subsidiaries Based on the "Risk Management Regulations" and "Group Company Management Regulations", we will respond to the reports described in (i) above. In addition, the Internal Audit Office will conduct internal audits of subsidiaries as necessary based on the "Internal Audit Regulations".
(iii) System to ensure that Director, Member of the Board and employees of subsidiaries perform their duties efficiently Each group company has a system in place that clarifies the scope of authority to be delegated in accordance with the "Decision-making Authority Regulations," holds Director, Member of the Board meetings, and ensures sufficient deliberation and accurate and prompt management decision-making.
(iv) System to ensure that the execution of duties by Director, Member of the Board and employees of subsidiaries complies with laws, regulations and the Articles of Incorporation. We have established the "Group Compliance Policy" as a code of conduct, and are working to ensure that everyone is aware of it, as well as conducting compliance training. In addition, we have appointed Audit & Supervisory Board Member in each group company to monitor the execution of duties by Director, Member of the Board.
f Matters concerning the employee when the Audit & Supervisory Board Member& Supervisory Board Members request the appointment of an employee to assist their duties.
If an Audit & Supervisory Board Member& Supervisory Board Member requests that an employee be assigned to assist his / her duties, an Audit & Supervisory Board Member& Audit & Supervisory Board Member staff will be assigned to assist the duties of the Audit & Supervisory Board Members.
g Matters concerning the independence of employees in the previous item from Director, Member of the Board
The employee assigned as a person who should assist the duties of the Audit & Supervisory Board Member & Supervisory Board Members in the previous issue is not subject to the command and order from the Director, Member of the Board in relation to the duties of the Audit & Supervisory Board Member & Supervisory Board Members to be assisted, and the personnel changes and evaluations of this employee. The prior consent of the Board of Corporate Audit & Supervisory Board Member will be obtained.
h Matters concerning ensuring the effectiveness of instructions given to employees in the previous item of Audit & Supervisory Board Member& Supervisory Board Members
The Board of Corporate Audit & Supervisory Board Member will decide on matters related to ensuring the effectiveness of instructions such as the command system.
i) Systems for Director, Member of the Board and employees to report to Audit & Supervisory Board Member, and other systems for reporting to Audit & Supervisory Board Member
(i) System for reporting to the Company's Audit & Supervisory Board Member Company has established "Internal Reporting Regulations" which require Director, Member of the Board and employees to promptly report to the Audit & Supervisory Board Member any facts of violations of laws, regulations and the Articles of Incorporation, or misconduct, or facts that may cause significant damage to the Company. The Internal Audit Office, which performs internal audits, also has a system in place to report the results to the Audit & Supervisory Board Member and ensure that the Audit & Supervisory Board Member' audits are carried out effectively. The Audit & Supervisory Board Member also work closely with the Accounting Auditors by exchanging information with them as appropriate.
(ii) System for reporting by Director, Member of the Board and employees of subsidiaries to the Company's Audit & Supervisory Board Member Each Group company has established "internal reporting regulations" and is obligated to report any facts of violations of laws, regulations and the Articles of Incorporation, misconduct, etc., or facts that may cause significant damage to the Company to the Audit & Supervisory Board Member of each Group company or the Internal Audit Department of the Company. The Audit & Supervisory Board Member of each Group company and the Internal Audit Department of the Company will conduct necessary investigations and report to the Audit & Supervisory Board Member of the Company.
j System to ensure that the person who reported the previous item is not treated unfavorably because of the report.
The "Internal Reporting Regulations" stipulate and clearly state that care will be taken to ensure that Director, Member of the Board and employees who make the reports described above do not incur any disadvantage whatsoever.
k Prepaid or redemption procedures for expenses incurred in the execution of duties by Audit & Supervisory Board Member& Supervisory Board Members and other matters related to policies related to the processing of expenses or debts incurred in the execution of such duties.
The Company's policy regarding audit costs is decided by the Board of Corporate Audit & Supervisory Board Member. Audit & Supervisory Board Member& Supervisory Board Members can also receive advance payment or reimbursement from the company for emergency or extraordinary expenses.
l Other systems to ensure that audits by the Audit & Supervisory Board Member are carried out effectively
Fulltime Audit & Supervisory Board Member& Supervisory Board Members attend the Corporate Officer Meeting to confirm whether business decision-making and business execution status violate laws and regulations and the Articles of Incorporation.
m Establishing a system to ensure the appropriateness of financial reporting
The Company will promote the development of an internal control system in accordance with the Financial Instruments and Exchange Act and the evaluation / auditing standards and implementation standards established by the Financial Services Agency, and further strengthen the system for ensuring the appropriateness of financial reporting of the Company and its subsidiaries. We are trying to measure.
n Contents related to system development for the elimination of antisocial forces
Our policy is to block all relationships with antisocial forces and to refuse unreasonable demands. In addition to establishing the "Group Compliance Policy," we are working to raise employee awareness through compliance training, etc., and have established an internal system. Regarding the exclusion of antisocial forces, the response department will be the management group, and we will strengthen cooperation with external specialized institutions such as lawyers and the police station in charge, and respond systematically.
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