Fundamental Measures for Corporate Governance
Concerning business execution, we make decisions on important matters and supervise execution of business operations by directors at ordinary meetings of the Board of Directors (held monthly), and extraordinary meetings of the Board of Directors (held as required).
We also set up company-wide committees to discuss important matters concerning operations. These include the Corporate Policy Committee to facilitate efficient decision-making on management such as at the Board of Directors meetings, the Risk Management Committee to ensure thorough compliance and solid corporate governance, the Security Trade Control Committee, the Environment Conservation Committee, and the Corporate Budget Committee. We have adopted the Executive officer system to clarify the division of responsibility for the “policy decision and supervision of management” and “business execution” and to ensure prompt decision-making in response to diverse changes in the business environment.
Corporate auditors' audits are conducted as necessary based on auditing policies formulated each year by the Board of Corporate Auditors. Audits are conducted on a broad range of areas, including not only directors' execution of their duties but also risk management and compliance from an internal control perspective. Corporate auditors express their opinions to the representative director based on the audit results and, if necessary, also to business execution functions. We have a standing corporate auditor system in order to strengthen our auditing structure.
As for accounting audits, we formulate audit policies through discussions between corporate auditors and accounting auditors; audits are then performed based on these policies. We also hold meetings where accounting auditors can report and explain the audit results to corporate auditors as necessary, so that corporate auditors and accounting auditors can perform their audit duties in close coordination.
Development and Management of Internal Control Systems
We resolved a basic policy of internal control systems at the Board of Directors meeting in accordance with the Company Law of Japan and other relevant laws and ordinances. Under this policy, we have developed, managed, and made constant efforts to improve our internal control systems which allow our autonomous activity to be developed throughout the Company in principle, as a management system to ensure appropriate the business execution necessary to achieve integrity, fairness, and transparency in our corporate management.
The Company has established the “Corporate Standards of Conduct” that prescribe the standards of behavior we should follow as a corporation, and a “Code of Conduct” as guidance on conduct to be observed in the course of business activities within the framework of the Corporate Standards of Conduct. Moreover, the Company makes
efforts to ensure all officers and employees are thoroughly familiar with these standards.
In addition, the Company has appointed an executive officer in charge of corporate ethics, established a compliance counseling desk, holds regular meetings of the Risk Management Committee, and follows other relevant procedures according to company rules.
The Company will endeavor in the future to cultivate higher ethical standards by regularly conducting employee education on the necessity and significance of complying with various laws, regulations, and rules in corporate management and will make efforts to maintain and improve the management health of not only of the Company but also of the Group as a whole. The Company is also committed to putting into practice its mission to “fulfill our social contribution through business” by promoting business activities rooted in high ethical standards.
Clearly-defined Company Rules:
We improve our company rules as the needs arise in order to ensure further compliance.
Guidelines for Corporate Behavior
The Guidelines for Corporate Behavior indicate how we should behave as a corporation. They underpin all corporate activities.
Code of Conduct
The Code of Conduct provides guidance on conduct to be observed in the course of our business activities within the framework set by the Guidelines for Corporate Behavior.
Guidelines for Corporate Behavior
The steel industry in Japan, which is the base material industry, is required to carry out the mission of contributing to the improvement of people’s lives and development of the Japanese economy and society, through constantly supplying steel products that are useful in wide-ranging applications to society.
Based on this mission and a strong awareness that it is a member of society, Sanyo Special Steel has established a trusting relationship with society, through faithful and fair business operations.
Business corporations should widely contribute to society and are expected to create added values through fair competition and develop the economy and society through generation of jobs. Sanyo Special Steel aims to respect human rights inside and outside Japan, abide by the relevant laws and regulations and conform to and respect the spirit of international rules. We also aim to fulfill our social responsibilities regarding creation of a sustainable society, based on high ethical standards.
To fulfill these missions, Sanyo Special Steel has established the “Guidelines for Corporate Behavior” that specify the expected actions in detail.
- As a company belonging to the basic material industry, Sanyo Special Steel will make efforts to develop and supply high-quality special steel products constantly, to satisfy customers and consumers and to earn their trust.
- Sanyo Special Steel will ensure fair, transparent and free competition as well as fair trade. We will also maintain sound and proper relationship with political parties and the government.
- Sanyo Special Steel will make efforts to communicate with shareholders and society in general and disclose corporate information in a positive and fair manner. We will pay careful attention to protecting and administrating information including individual information and customer information.
- Sanyo Special Steel will respect the versatility, personality and individuality of employees to realize safe and comfortable workplaces with a relaxed and affluent atmosphere.
- Sanyo Special Steel will take the initiative in solving environmental issues, based on the notion that environmental measures should be implemented by the entire human race and are essential for the existence and activities of business corporations.
- Sanyo Special Steel will positively perform social contribution activities as a “sound corporation in society.”
- Sanyo Special Steel will handle antisocial forces and groups which pose a threat to the social order and safety in a resolute manner and completely avoid having relationships with such forces and groups.
- Sanyo Special Steel will abide by the laws of each country and region and respect human rights and international rules in performing global business operations. We will also give consideration to cultures and customs in performing business management, aiming to contribute to the development of the relevant country and region.
- Top-level executives of Sanyo Special Steel will acknowledge that they are responsible for implementing the Guidelines and act as role models, while making efforts to ensure complete implementation of the guidelines by the group companies and business partners. The executives will also listen actively to the opinions of employees inside and outside the company and establish an internal control system to realize an effective system.
- In the event of actions being made that go against the Guidelines, top-level executives will clarify the intention to solve the problem with regards to people inside and outside the company and make efforts to identify the cause and prevent recurrence of the trouble. The executives will also provide information promptly and properly and explain the situation, clarify authority and responsibilities, and severely punish the persons involved, including themselves.