Basic stance on corporate governance
In response to the “Corporate Governance Code” introduced in 2015, we have formulated our basic stance for corporate governance as follows, which we disclose in our Corporate Governance Report.
In this report, we also disclose our policies and basic ideas on capital strategies, strategic stockholding, information disclosure to shareholders and others, roles and responsibilities of the Board of Directors and the Audit and Supervisory Committee, training of directors and Audit and Supervisory Committee members, and constructive dialogue with shareholders, as required by the Corporate Governance Code.
Based on our management philosophy, we will strive to enhance corporate governance in accordance with the following basic policies to ensure transparent, fair, prompt, and accurate decision-making and appropriate business execution, taking into consideration business characteristics and the environment in which we operate, in order to achieve sustainable growth of the company and to enhance corporate value over the medium to long term.
- We will respect the rights of shareholders and ensure the substantial equality of shareholders, and strive to create an environment for the appropriate exercise of rights.
- We will strive to work appropriately with all stakeholders.
- We will strive to ensure transparency by proactively providing information not only in accordance with laws and regulations, but also in ways other than disclosure required by laws and regulations.
- The Board of Directors and the Audit and Supervisory Committee shall make efforts to appropriately fulfill their respective roles and responsibilities, including:
i. To clearly state the major direction of corporate strategy, etc.
ii. To establish an environment that supports appropriate risk-taking by the senior management.
iii. To effectively supervise the management (including executive officers) and directors, etc.
- We will endeavor to conduct constructive dialogue with shareholders in order to contribute to sustainable growth and enhancement of corporate value over the medium to long term.
Corporate governance structure
Board of Directors
The Board of Directors deliberates and determines growth strategies, management plans, and other corporate strategies to ensure our company’s sustainable growth and increase its corporate value over the medium to long term. For an environment that supports risk-taking, we have appointed four independent outside directors out of ten directors, each of whom supervises the operations of directors from a professional, independent, and objective standpoint, and we have a system in place to ensure that internal control and risk management fully function.
Audit and Supervisory Committee
Two of our three Audit and Supervisory Committee members are independent outside directors who fulfill their supervisory responsibilities through monitoring and verification from an independent and objective standpoint. The Audit and Supervisory Committee members, including a qualified accountant, utilize their high level of expertise to conduct operational and accounting audits and provide active and appropriate opinions at meetings of the Board of Directors. Full-time Audit and Supervisory Committee members attend important meetings and have access to all information including internal proposals and reports.
Our company has adopted an executive officer system to strengthen the decision-making and supervisory functions of the Board of Directors and to improve the efficiency of business execution. The Executive Council consists of President and Representative Director (hereinafter referred to as “the President”), executive officers, full-time Audit and Supervisory Committee members, and other persons appointed by the President. In addition to regular monthly meetings of the Executive Council, meetings are held as necessary. The President instructs and communicates policies and resolutions of the Board of Directors to the executive officers, and executive officers report to the President on the status of business execution.
Operation of the internal control system
Basic policy for establishment of the internal control system
The Toho Titanium Group has established and is operating an internal control system as follows.
- A system to ensure that the execution of duties by directors, executive officers and employees complies with laws, regulations and the Articles of Incorporation.
- A system for the storage and management of information related to the execution of duties by directors.
- Regulations and other systems for managing risk of loss.
- A system to ensure the efficient execution of duties by directors, executive officers and employees.
- A system to ensure the appropriateness of business operations as a corporate group.
- A system to ensure that audits by the Audit and Supervisory Committee are conducted effectively.
Risk managementRISK MANAGEMENT
Risk management system
The Toho Titanium Group has established the “Risk Management Framework” to appropriately manage risks such as natural disasters, climate change, compliance, occupational safety, and the environment. Among these regulations, the following basic policies have been established and are being implemented.
Basic risk management policy
- To ensure business continuity and stable development through risk management.
- To identify potential risks and implement measures to avoid or reduce significant risks.
- To eliminate and mitigate factors that hinder profit growth for each stakeholder, placing the highest priority on safe operations, product safety, and global environmental preservation.
- To disclose and share information on risks and their management status.
- To comply with all laws, regulations, and internal rules (Toho Titanium Group’s Corporate Ethics Rules), etc.
Response to environmental risks
One of our most important tasks is to ensure safe operations without causing environmental accidents.
Based on this view, we have identified and evaluated possible environmental risks under various circumstances, including normal operations and the occurrence of natural disasters. For high-risk projects, we have implemented a systematic improvement program. Furthermore, we have prepared a manual for responding to serious environmental incidents, and are working to ensure that we can respond appropriately in the event of such an incident.
Response to climate change
The Toho Titanium Group has established a risk management system, in which important risks, including those caused by climate change, will be clearly stated.
Handling of crisis and emergency situations
In the event of a crisis or emergency, such as a serious accident or scandal, we will respond promptly and appropriately to minimize damage in accordance with the “Rule of Responding to Crisis and Emergency.”
Promotion of BCP (Business Continuity Plan)
We have formulated a BCP focusing on how to respond to risks of natural disasters such as earthquakes, tsunamis, and floods according to the location of each business site.