Governance

Reinforcement of Sound Management Foundation

Toward a trusted corporate group that meets the expectations of society and stakeholders

In order to continue to be a company trusted by various stakeholders and needed by society, TOTECH is working to upgrade its corporate governance structure, review its institutional design, promote compliance, and strengthen internal controls. We are also working to strengthen the relationship of trust with stakeholders through dialogue with shareholders and investors and timely and appropriate disclosure of management information.

❶Basic Policy on Corporate Governance

The Totech Group’s purpose is “to create a comfortable environment that is rich in spirit,” and the Group recognizes that fair and transparent corporate management is essential to earn the trust of stakeholders, including shareholders, investors, customers, trading partners, and employees, and to enhance corporate value over the medium to long term. Accordingly, the Group continues its efforts to build more effective corporate governance.

❷ Corporate Governance Structure

TOTECH has transitioned to a company with an audit and supervisory committee in order to achieve more transparent management and to build a structure that accurately meets the expectations of stakeholders in Japan and overseas. TOTECH has also introduced an executive officer system in order to clarify management decision-making and supervisory functions and business execution functions, as well as to ensure prompt and flexible business execution. TOTECH has a structure in which the Audit and Supervisory Committee, Accounting Auditors, and Internal Audit Office monitor and check the decision-making of the Board of Directors and business execution by Executive Officers, and appoint an appropriate number of Outside Directors to ensure the legality and appropriateness of business operations.

❸Compliance Promotion Structure

TOTECH has established a Compliance Promotion Committee to oversee compliance for the entire group. The Compliance Promotion Committee consists of a Chairperson and members appointed by the President & CEO, and is responsible for reviewing and deciding on compliance policies, checking and evaluating the status of activities based on these policies, and enhancing the compliance structure. The Committee reports to the Executive Committee, the Audit and Supervisory Committee, and the Board of Directors on important matters brought before it. The Compliance Office, a dedicated department, serves as the secretariat of the Compliance Promotion Committee and is in charge of the development of activity policies and decisions, as well as the consultation and reporting desk, regular information dissemination, and education and training to raise officer and employee compliance awareness.

governance

❹Compliance Promotion Activities

We have prepared and distributed a Compliance Guidebook to our officers and employees to raise awareness of compliance and prevent misconduct. We specifically conduct compliance training by job grade, training using case examples and e-learning. We also have an internal reporting system for the prevention, early detection and correction of legal violations and misconduct in the Totech Group. Our internal and external consultation and reporting offices handle consultations and reports from employees and other parties.