Basic Stance Regarding Corporate Governance
As an Environment and Energy Company Group, on the basis of global management and cash-flow management, we believe that it is necessary for us to qualitatively improve our organizational culture, including corporate governance, and enhance our corporate value over the medium and long term by realizing quantitative growth in terms of statistics and business performance, such as the improvement of earning power emphasizing return on equity (ROE) and management emphasizing share prices. Based on risk taking guided by the principles of sound business judgment, we will strive to balance the improvement of management efficiency and ensuring of transparency through swift and bold decision making, strengthen accountability, thoroughly imbue corporate ethics, and establish corporate governance based on our corporate philosophy.
Corporate Governance Structure
Nisshinbo separates management decision-making and supervisory functions from business execution and has adopted
a managing officer system with the aim of strengthening both. By transferring authority in the execution of
business to managing officers and strengthening the supervisory function of the Board of Directors, we will
endeavor to improve the efficiency and transparency of management and establish effective governance, thereby
achieving the sustained growth of our Group and enhancing our medium- and long-term corporate value.
In addition, Nisshinbo has established the Audit & Supervisory Board, whose members audit directors’ execution of their duties based on the Audit & Supervisory Board’s audit policy and audit plan.
Furthermore, Nisshinbo appoints several outside directors and outside auditors and has established the Remuneration Committee and Nomination Committee, which outside directors attend as members.
Nisshinbo has adopted this framework so that outside directors with extensive experience and deep knowledge can contribute to company management from an objective and neutral viewpoint. Also, having outside auditors and internal auditors collaborate with the Audit Office, our internal audit section, ensures that duties are appropriately executed.
In order to strengthen accountability to shareholders, Nisshinbo also consistently discloses ample information on the company’s website in a timely manner, including notification of the convening and agenda of general shareholder meetings, financial briefs, business reports, asset securities reports, integrated reports, and press releases. Contents are updated constantly.
The Organization and Operation of Nisshinbo’s Internal Control System for Proper Company Operation
Nisshinbo fosters a healthy corporate culture throughout the entire Group based on the Nisshinbo Group’s corporate philosophy. In the execution of business, we have established a mechanism for spotting and solving problems in the process and have built and operate an internal control system.
Risk Management System
The Nisshinbo Group has various preventive measures in place for managing internal and external risk factors, as
well as an organizational framework for properly and swiftly resolving problems if they occur.
Moreover, as specific conduct guidelines that all Nisshinbo Group officers and employees should follow, we have compiled and are endeavoring to practice the Business Conduct Guidelines.
Crisis Management System
The Nisshinbo Group has established the Nisshinbo Group Crisis Management Regulations to ensure a rapid response should an earthquake, fire, or other emergency occur. Furthermore, in preparation for a large-scale earthquake or other emergency from the perspective of business continuity, every year the company conducts a drill involving the gathering of information necessary to confirm the safety of employees and the speedy resumption of operations after a disaster. To ensure the rapid and accurate confirmation of employees’ safety, Nisshinbo has developed and introduced the Personal Safety Confirmation Emergency Contact System.
Fire Prevention System
The company and major Nisshinbo Group offices have organized self-defense fire brigades that conduct regular inspections of fire prevention equipment and carry out water discharge and other firefighting drills. Moreover, for more than 50 years the company has conducted once-a-year fire prevention inspections in an effort to strengthen response immediately after a fire occurs and establish an initial response system. Additionally, the company is in the process of deploying business continuity management (BCM) throughout the entire Group that organically links the initial response system and business continuity plan (BCP).
By promoting the cloud storage of major systems, Nisshinbo aims to prepare for natural disasters, such as large-scale earthquakes, and to ensure stable operations 24/7/365.
Protection of Personal Information
Corporate Ethics Committee and Corporate Ethics Reporting System
Nisshinbo has established the Corporate Ethics Committee and works to implement items concerning compliance
throughout the entire Nisshinbo Group.
Furthermore, with the aim of facilitating the early discovery of suspected or actual violations of the law and preventing their recurrence, Nisshinbo has established the Corporate Ethics Reporting System for receiving information from both inside and outside the company. Group employees can use this system to directly contact Corporate Ethics Committee members or advisory lawyers outside the company. The system strictly protects the confidentiality of whistleblowers and endeavors to safeguard them from any disadvantageous treatment. The Corporate Ethics Committee handles matters reported to it in an appropriate matter.