Annual Report 2011
Corporate Social Responsibility
Corporate Governance
The Company, in order to enhance the management stability and reliability, is taking measures to enhance corporate governance through timely and appropriate disclosure of management information; we see this as a priority issue in management.
The number of directors constituting the Board of Directors of the Company is 12 to quickly respond to changes in the management environment.
Directors of the Company are limited to 25 by provisions of the Articles of Incorporation.
The Company, with respect to the selection resolution of directors, the articles of incorporation provides that the election shall be by a majority of the shareholders with voting rights present with a quorum of one third of all shareholders with voting rights present. Further, selection resolution for directors, according to the provisions of the articles of incorporation, shall not be by cumulative votes.
The Company has adopted an auditor system and with respect to performance of duties by directors, in addition to the supervision by the Board of Directors, audit by corporate auditor ( The Board of Corporate Auditors is organized that includes outside auditors) is performed. Further, Internal Control Office has been organized as an office reporting directly to the president and performs regular internal audit relating to execution of business and the results of such audits are reported to the directors, corporate auditors and accounting auditors on a timely basis. Further accounting auditors provide explanation to the Board of Corporate Auditors with respect to the content of an accounting audit and conducts exchange of information.
With the purpose of ensuring that the directors and corporate auditors are able to adequately fulfill their expected roles, as provided for in the article of incorporation, by a resolution of the Board of Directors, directors (including those that had been directors) and corporate auditors (including those who had been corporate auditors) are exempted from liability for compensation for damages provided for in Company Law Article 423 paragraph 1, to the extent permitted by law pursuant to the provisions in the Company Law Article 426 paragraph1.
Both corporate auditors and accounting auditors mutually submit audit plans. Corporate auditors receive reports and explanations on the methods used and results of audits from accounting auditors on a quarterly basis. Corporate auditors in turn report on the results of business audits undertaken to accounting auditors. In both instances, corporate auditors and accounting auditors engage in a lively exchange of opinions. Moreover, corporate auditors audit the activities of accounting auditors through various measures. This entails attending meetings and witnessing accounting auditors in the conduct of their duties.
Corporate auditors and the Internal Control Office mutually submit audit plans while convening meetings once every two months. Corporate auditors receive reports on the results of internal audits concerning business execution conducted by the Internal Control Office. Corporate auditors then report these results to the Internal Control Office. The details of each report are then the subject of lively exchange.
Compliance
The Company put in place a set of rules and regulations relating to risk management with the aims of better grasping the risks associated with the Group’s business activities and to establish a structure and system to ensure appropriate risk management. In addition to the effective application of these rules and regulations in combination with the pre-existing individual rules and regulations relating to important risks as well as the activities of the Management Committee, which was established to oversee the smooth implementation of these rules, the Company is working diligently to ensure the appropriate management of risk.
The Company’s top management issued a Compliance Statement, which set in motion various initiatives. In addition to the establishment of the Compliance Committee, which is charged with the responsibility of discussing, proposing and promoting important policies relating to corporate behavior that adheres strictly to corporate ethics and legal compliance, steps were taken to position compliance as the main priority of the Code of Conduct and to ensure that this Code, which mainly covers corporate activities that conform with social rules, formed a part of Company’s internal regulations. Through these measures, the Company now has in place standards for corporate behavior that instill an awareness of the need for legal compliance in employees and preempt violations.
Environmental Protection Activities
The Group’s engages in environmental protection activities under the motto “C&C” (Clean and Circulation), and works to encourage environmental awareness and willingness to promote the environment among its employees.
Kawasaki Plant pursues environmental protection activities in light of its situation in an urbanized environment. In March 1999, the plant of the subsidiary was the first in the Group’s to win certification under the international ISO14001 environmental management standard. We aim to creatively contribute to social infrastructure through environment-friendly manufacturing and development activities.
Oheyama Plant, is a Ferro-nickel manufacturer located near in an area of great scenic beauty. Its plant obtained ISO14001 certification in November 2001, with the aim of ensuring that its production activities take full consideration of its location and the need for environmental protection.
In addition to ISO certification, the Group’s has received a JIS Mark certificate, confirming the effectiveness of its quality assurance. We will continue to work to further raise quality, better meeting customer needs by consolidating our manufacturing and inspection technologies and through increased standardization.
