Corporate Governance

Basic Concept

From the perspective of achieving sustainable growth and increasing long-term corporate value, we believe that the essence of corporate governance is to ensure transparency and fairness in decision-making, to make full and effective use of our management resources, and to increase management vitality through prompt and accurate decision-making. We will work to enhance our corporate governance in accordance with the following basic principles.

・We respect the rights of shareholders and ensure equality.
・We will consider the interests of each stakeholder and cooperate appropriately.
・We will disclose company information appropriately and ensure transparency.
・We will establish a self-discipline mechanism to ensure the effectiveness of Director' supervisory function over business execution.
・We will engage in constructive dialogue with shareholders whose investment policies are in line with the medium- to long-term interests of shareholders.

For more details, please see the Corporate Governance page in the IR information section (basic policy, progress, promotion system).

IR Information > Corporate Governance

internal control

Basic Concept

The Company has established and operates an internal control system based on the "Basic Policy for the Development of an Internal Control System," which was resolved at Director meeting held on May 12, 2006 and revised at Director meeting held on April 26, 2016. Details of the 11 basic policies regarding the internal control system structure are provided in the Corporate Governance Report.

Audit system and status

We have established an Audit Office, which reports directly to the President, as an internal audit department. Based on an internal audit plan formulated at the beginning of each fiscal year, the Audit Office performs audits of the status of business activities from an independent standpoint and evaluates the status of the development and operation of internal controls related to financial reporting.

To ensure the effectiveness of internal audits, the Audit Office regularly reports directly to the President, as well as to the Board Director and Audit and Supervisory Committee Member on the status of its activities, including audit results. The Audit Office also shares information and exchanges opinions with Audit and Supervisory Committee Member and the accounting auditor, striving to conduct efficient internal audits by working closely with them.

Director who are Audit and Supervisory Committee Member attend Board Director meetings to monitor the execution of duties by Director, and also conduct audits based on audit reports from the accounting auditor and the internal audit department. In addition, Director who are full-time Audit and Supervisory Committee Member, taking into account their characteristics as full-time employees, actively gather information and strive to conduct efficient audits by attending important meetings such as management meetings, reviewing important approval documents, and receiving status reports from each department and group company.

Communication with stakeholders

Developing a multi-stakeholder policy

Based on the idea that it is important to collaboratively create value with a wide range of stakeholders, including employees, business partners, customers, creditors, and local communities, we have formulated a Multi-Stakeholder Policy that outlines how we should interact with employees and business partners in particular.

Details | Multi-Stakeholder Policy

Dialogue with employees

Based on the labor agreement, we hold monthly management conferences with the employee union to promote mutual understanding, communication, and adjustment of opinions. We also hold monthly working hours setting improvement committees to discuss matters related to working hours. We are also working to increase opportunities for employees to seek advice, such as adding a question to the "Harassment Survey Questionnaire" and "Managerial Evaluation Questionnaire" to ask whether they would like to consult with the Human Resources Department. Furthermore, we regularly conduct employee awareness surveys and use the results to create a better company and workplace.

Dialogue with investors

We place importance on dialogue with investors, and in addition to individual meetings, we regularly hold financial results briefings for institutional investors and company information sessions for individual investors. Q&A sessions at these sessions are posted on the IR information page.

Basic Policy for Dialogue with Shareholders and Investors

We have appointed Director in charge of investor relations and established an investor relations department to respond to requests for dialogue from shareholders within a reasonable scope. We have established the following policy for promoting constructive dialogue with shareholders.

Designation of Director in Charge
To ensure constructive dialogue with shareholders, we will appoint Director in charge of IR to oversee the matters listed in 2 to 5 below (currently Director in charge of business management).
Measures for collaboration with internal departments to support dialogue
Director in charge of IR oversees the departments related to IR activities and holds meetings with each department approximately once a week to share information and promote cooperation between departments.
Initiatives to improve means of dialogue other than individual interviews
At a minimum, hold financial results briefings twice a year and a briefing for individual investors once a year.
Measures for providing feedback on opinions and other information gathered through dialogue with shareholders
Director in charge of investor relations will regularly compile opinions and other information gathered through dialogue with shareholders and provide feedback to senior management at meetings of the board Director and management committees.
Measures for managing insider information during dialogue
When engaging in dialogue with shareholders, we will strive to manage information regarding the handling of undisclosed important facts in accordance with relevant laws and regulations, as well as in accordance with internal regulations aimed at preventing insider trading.

Dialogue with shareholders and investors and feedback to the Board Director

We hold dialogues regarding short-term and medium-term business outlooks, return policies, etc., and report opinions and questions from shareholders and others gathered at quarterly IR meetings to the Board Director, which then reflect them in management plans, etc.

Main dialogue results in fiscal 2024

In the fiscal year ending January 2025, we held two financial results briefings, one briefing for individual investors, and 108 individual IR meetings.

Main person in charge of dialogue with shareholders

[Information Session] President and Chief Executive Ofcer and Director in charge of IR
[Individual meeting] Director in charge of IR and IR department

Overview of shareholders with whom we engaged in dialogue

Domestic and overseas institutional investors (mainly active)
[Investment style] Mainly small and medium-sized, value, growth
[Area of responsibility] Mainly fund managers and analysts