Basic Stance on Corporate Governance
In order to improve corporate value, the actions of the Company are based on an adherence to the law and social norms as a member of society. In addition, the Company recognizes the importance of building positive relationships with customers (end users), current and potential investors, business partners, local communities and others. Accordingly, the Company focuses on ensuring sound, transparent and efficient management by enhancing its corporate governance system.
Board of Directors
The Company maintains a system centered on directors and audit & supervisory board members to ensure management efficiency and to strengthen its audit and supervisory functions. The Company's Board of Directors consists of five directors, including one external director. The Board makes decisions concerning basic management policies, important management issues, and legally stipulated matters, as well as monitoring the work performance of directors and corporate executive officers. As a rule, the Board meets once per month. In addition, the Company maintains a corporate executive officer system to improve operational efficiency and speed, and has established the Management Advisory Council to assist the president with management decisions.
Audit & Supervisory Board
The Company has adopted an audit & supervisory board member system. The Audit & Supervisory Board consists of four audit & supervisory board members, including three external audit & supervisory board members. The internal audit & supervisory board member and one external audit & supervisory board member serve on a full-time basis. The Audit & Supervisory Board Meeting is held every month. All of the Company's audit & supervisory board members attend Board of Directors' meetings and monthly management conferences. Moreover, the Audit & Supervisory Board assigns individual audit & supervisory board members to attend various internal committee meetings and conduct hearings to determine the operational status of subsidiaries when deemed necessary. Through these and other actions, the audit & supervisory board member system is able to fully monitor the performance of directors and corporate executive officers.
Nominating Committee and Compensation Committee
Despite having no legal obligation under the Companies Act, the Company has established the Nominating Committee and Compensation Committee to serve as consultative bodies of the Board of Directors in an effort to further strengthen corporate governance.
Decisions regarding director appointments and compensation are made by a resolution of the Board of Directors following deliberations by the Nominating and Compensation committees. In addition, these committees include the external director and external audit & supervisory board members who have been designated as independent executives to maintain a highly transparent system for making decisions about director nominations and compensation.
To meet the requirements stipulated in the Financial Instruments and Exchange Act pertaining to financial reporting performed by internal control reporting systems, the Bando Group maintains internal control in accordance with the basic frameworks for internal control outlined in Financial Services Agency criteria, and undertakes evaluations and reporting as defined by said criteria. The Company will work to further improve the effectiveness of internal control primarily through the Internal Control Promotion Office and based on the four objectives of internal control: (1) reliability of financial reporting, (2) operational effectiveness and efficiency, (3) legal compliance regarding business activities, and (4) asset protection.
Basic Stance on the Elimination of Antisocial Forces
The Group takes stringent measures to eliminate antisocial forces by investigating prospective business partners prior to commencing new transactions based on relevant Group policies and the Bando Group Code of Conduct, which stresses the overriding importance of adhering to the law and corporate ethics. In addition, the Group maintains an internal reporting system to thoroughly raise awareness of the necessity of avoiding any actions that are illegal or contrary to corporate ethics. In the event that a business partner is revealed to be an antisocial organization, the Group will immediately dissolve its relationship with this organization.
The Group has formulated and distributes to all Group executives and employees the Bando Group Code of Conduct, which stipulates proper actions in such areas as "compliance with laws and corporate ethics," "product and service safety," "honest and fair business activities," and "fair and equitable procurement transactions." In addition, the Group works to raise awareness of compliance by designating October as the Bando Group Corporate Ethics Month, conducting training sessions on the Bando Group Code of Conduct at Company business facilities or domestic and overseas affiliates every other year, and providing opportunities to discuss these topics internally. Moreover, the Group has established a system to further promote compliance by adopting an internal reporting system that includes external lawyers as well as a service for providing information on the formulation, revision and abolition of relevant laws.
The Company has established the Internal Audit Department, an independent organization that is staffed by two people reporting directly to the president. The Internal Audit Department implements systematic and comprehensive internal audits (which include the internal control system) of all departments as well as domestic and overseas affiliates. Accompanied by audit & supervisory board members, the Internal Audit Department conducts on-site audits within the Company and at affiliates, the results of which are reported to the president, directors and audit & supervisory board members.
The Company promotes fair and highly transparent management by disclosing important information in an appropriate and timely manner to shareholders and all other stakeholders.
The Company maintains PR functions that include timely information disclosure by the General Administration Department. In addition, the Company has established a system to facilitate the timely disclosure of information to stock exchanges and discloses such information on the Company website.