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【参・企英・グループ】カテゴリタイトル

About Oji Group

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Fundamental Policies on Corporate Governance

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Introduction

The Oji Group (the “Group”) is engaged in the enhancement of its medium- to long-term corporate value, in accordance with the following management philosophy:

  • Creation of Innovative Values
  • Contribution to Future and the World
  • Harmony with Nature and Society

These Fundamental Policies stipulate the basic concepts, framework, and operational policies concerning the corporate governance that form the basis for the Group’s corporate activities.

Chapter 1. Basic Concepts Concerning Corporate Governance

Basic Concepts

Article 1. Drawing on the fundamental values and the behavior principles that the Group has carried down as a company since its founding, it has formulated the Oji Group Corporate Code of Conduct by which the Group as a whole engages in corporate activities with an awareness of its responsibility and a high ethical principles as a corporate citizen. The Group shall continue to continuously strive towards the enhancement of its corporate governance, regarding it as one of the highest priority issues in its management, by ensuring efficiency, soundness and transparency of the management while building relationships of trust with its diverse stakeholders. In doing so, the Group shall aim to increase its corporate value and become a company trusted by society.

Organizational Design

Article 2. The Group shall work to maximize the corporate value of the Group by constructing a structure by which Oji Holdings Corporation (the “Company”) undertakes the formulation of Group management strategies as well as the supervision of Group governance as a pure holdings company and each COMPANY comprised of closely associated businesses forms the center of the Group’s business operations.
2. As a company with a board of company auditors, the Company shall strive to strengthen the governance of the entire Group through audits of execution of duties by Directors, conducted by Audit & Supervisory Board Members and the Audit and Supervisory Board.

Chapter 2. Structure and Roles of the Board of Directors, etc.

Roles of the Board of Directors

Article 3. In order to promote the sustainable growth and the increase of medium- to long-term corporate value of the Group, and to pursue the improvement of profitability and capital efficiency, the Board of Directors, based upon its fiduciary responsibility and accountability for shareholders, shall perform the following roles.

1. The Board of Directors shall make decisions on important items of business execution within the bounds stipulated in the Board of Directors Regulations. The important items of business execution include formulation of management philosophy and management strategies which lay out the direction for the Group as a whole, and execution of investments based on these philosophy and strategies.
2. The Board of Directors shall support prompt and decisive decisions for the issues/matters not pertaining to the Board of Directors’ resolutions, by determining in the Group Regulations the issues/matters that pertain to deliberation by Management Meeting and authority for execution of Executive Directors.
3. The Board of Directors shall perform the effective supervision of Executive Directors and Corporate Officers from an independent and objective standpoint.
4. The Board of Directors shall engage in construction of internal control systems, development of risk management systems, and supervision of their operational status.

Structure of the Board of Directors

Article 4. In order to fulfill the roles stipulated in the preceding Article, the Board of Directors shall comprise Directors who take notices on a balance between diverse knowledge and expertise concerning the businesses operated by the Group, and shall engage in free, broad-minded, and constructive discussions.
2. The number of Directors shall be 15 or fewer, in principle, of which 2 or more shall be independent Outside Directors.
3. The term of Directors shall be 1 year, and there will be no hindrance to reappointment.

Policies for Director Nomination

Article 5. The Board of Directors shall nominate candidates for Directors who possess excellent character and insight and who may contribute to the sustainable growth as well as the increase of medium- to long-term corporate value of the Group. However, any nomination shall be conducted following consultation with the Nomination Committee.
2. Individuals with high level of expertise and broad insight, who are capable of expressing opinions from a standpoint independent of the management and from viewpoints of various stakeholders, shall be selected as candidates for independent Outside Directors.

Roles of the Nomination Committee and Compensation Committee

Article 6. The Nomination Committee and the Compensation Committee shall be established as advisory bodies to the Board of Directors.
2. The Nomination Committee shall deliberate the following issues/matters and report to the Board of Directors.

1. Nomination policies for candidates for Directors and Audit & Supervisory Board Members, and selection policies for Corporate Officers
2. Nomination of candidates for Directors and Audit & Supervisory Board Members, and selection of Corporate Officers
3. Succession planning for the President and Chief Executive Officer

3. The Compensation Committee shall deliberate the following issues/matters and report to the Board of Directors.

1. Evaluation of Directors and Corporate Officers
2. Compensation structure and standards of Directors and Corporate Officers
3. Analysis and evaluation of the effectiveness of the Board of Directors

Structure of Nomination Committee and Compensation Committe

Article 7. The Nomination Committee and the Compensation Committee shall comprise the Chairman, the President, and all Outside Directors, with the President serving as the Committee Chair.

Roles of Audit & Supervisory Board Members and the Audit and Supervisory Board

Article 8. Audit & Supervisory Board Members and the Audit and Supervisory Board shall conduct operational audits and accounting audits from an independent and objective standpoint, according to their fiduciary responsibility for shareholders.
2. Audit & Supervisory Board Members and the Audit and Supervisory Board shall organically combine the standing Audit & Supervisory Board Members’ high level of information gathering capabilities and Outside Audit & Supervisory Board Members’ high degree of independence, and shall secure cooperation with Outside Directors; to strive for active and positive exercise of their authorities.

Structure of the Audit and Supervisory Board

Article 9. The number of the Company's Audit & Supervisory Board Members shall be approximately 5, of which at least half shall be Outside Audit & Supervisory Board Members.

Policies for Audit & Supervisory Board Member Nomination

Article 10. The Board of Directors shall nominate candidates for Audit & Supervisory Board Members who are capable of executing the duties of Audit & Supervisory Board Members, and who possess excellent character and insight as well as high expertise and rich experience. However, any nomination shall be conducted with the consent of the Audit and Supervisory Board, following consultation with the Nomination Committee.
2. Individuals with considerable knowledge of finance and accounting shall be nominated as at least one of the Audit & Supervisory Board Members.

Roles of and Selection Policies for Corporate Officers

Article 11. The Company shall establish Corporate Officers in order to improve the promptness of decision-making, strengthen its structure for business execution, and clarify responsibility for execution. The Board of Directors, following consultation with the Nomination Committee, shall select Corporate Officers who possess excellent character and insight and who are well versed in corporate management and business activities.

Standards of Independence for Outside Officers

Article 12. The Board of Directors shall comprehensively consider interests between Outside Officers and the Company and its major subsidiaries such as capital, personal, and business relationships, and assess the independence of Outside Directors, based on the standards set by the financial instruments exchanges.

Compensation Structure and Determination Policy for Officer Compensation

Article 13. Compensation for Directors shall comprise base compensation, compensation reflecting short-term performance, and stock-based compensation reflecting medium- to long-term improvement in corporate value, and the total amount shall be within the limit amount resolved at general meetings of shareholders. Compensation for Outside Directors shall comprise base compensation only.
2. Compensation for Corporate Officers who do not concurrently serve as Directors shall comprise base compensation and compensation reflecting short-term performance.
3. Compensation for Directors and Corporate Officers shall be decided by the Board of Directors based upon reports from the Compensation Committee.
4. Compensation for Audit & Supervisory Board Members shall be decided through discussion among the Audit & Supervisory Board Members, within the limit amount resolved at general meetings of shareholders.

Training for Directors, Audit & Supervisory Board Members, etc.

Article 14. The Company shall provide Directors and Audit & Supervisory Board Members with the following opportunities for training.

1. Training for Internal Directors and Standing Audit & Supervisory Board Members
Trainings shall be conducted upon assuming posts, with the aim of acquiring knowledge to fulfill roles and responsibilities of individuals, including knowledge concerning compliance and corporate governance. The Company shall support acquisition of required knowledge also while in their term, through the Board of Directors, Management Meetings, etc.
2. Training for Outside Directors and Outside Audit & Supervisory Board Members
Briefings shall be conducted upon assuming posts, with the aim of acquiring knowledge to fulfill roles and responsibilities of individuals, including knowledge concerning business overview and management strategies. The Company shall support acquisition of required knowledge also while in their term, through implementation of inspection visits to workplaces, etc.

Initiatives to Increase the Effectiveness of the Board of Directors

Article 15. The Company shall undertake the following initiatives to increase the effectiveness of the Board of Directors.

1. The Company shall determine an annual schedule which enables sufficient deliberation, and make this known to Directors and Audit & Supervisory Board Members.
2. The Company shall distribute agendas and materials for the Board of Directors to Directors and Audit & Supervisory Board Members by the day before of the meetings, in principle.
3. The Company shall organize a support structure which allows Directors and Audit & Supervisory Board Members to appropriately obtain additional information and advices from outside experts, as deemed necessary.
4. The Company shall report the content of important items concerning the Group's business execution, including issues/matters resolved at the Board of Directors, to Outside Officers, for two times per month in principle; in order to strengthen the supervisory functions of the Outside Officers.
5. The Board of Directors shall conduct analysis and evaluation of the effectiveness of the Board of Directors every year, and take required measures to ensure the effectiveness of the Board of Directors as a whole as well as disclose an overview of the findings.

Chapter 3. Relationship with Shareholders

Ensuring the Rights and Equal Treatment of Shareholders

Article 16. The Company shall ensure the equal treatment of shareholders, and organize an environment which enables shareholders to appropriately exercise their voting rights at general meetings of shareholders while giving full consideration to the exercise of voting rights by minority shareholders.
2. With regard to capital policies that may entail changes in control or significant dilution of shares, the Board of Directors and Audit & Supervisory Board Members shall, with consideration of necessity and rationality of the policies, ensure appropriate procedures and implement sufficient information disclosure to shareholders.
3 With regard to introduction and operation of anti-takeover measures, the Board of Directors and Audit & Supervisory Board Members shall, with consideration of necessity and rationality of the measures, ensure appropriate procedures and implement sufficient information disclosure to shareholders.

Policies on Dialogue with Shareholders

Article 17. The Company shall engage in initiatives and improvement of structures to promote constructive dialogue with shareholders, in accordance with the following basic policies.

1. The Director in charge of investor relations shall supervise activities related to dialogues with shareholders.
2. Related departments shall conduct necessary information exchanges and coordination among themselves to engage in an organic cooperation.br>3. The Company shall facilitate dialogues with shareholders, briefings for investors, etc. conducted by Directors, within a reasonable bound. The Company shall also pursue enhancement of dialogues by striving to disclose information which contribute to mutual interests of shareholders while paying attention to equal treatment of shareholders.br>4. The Company shall report opinions it receives from shareholders to the Board of Directors, as necessary.
5. The Company shall thoroughly manage undisclosed important facts in accordance with the Group Insider Information and Insider Trading Prevention Regulations.

Strategic Shareholdings

Article 18. The Group, as part of its management strategies, shall strategically hold shares that are deemed to contribute to the enhancement of the Group’s corporate value, from the perspective of business collaboration as well as strengthening and maintenance of long-term stable relations with business partners, and as the perspective of facilitation of capital procurement and other finance-related operations.
2. The Group shall verify the significance and rationality of major strategic shareholdings at the Board of Directors every year, from a medium- to long-term perspective to consider the shares’ return, risk, etc. The Company, then, shall sell the shares for which the rationality of holding has become diluted, taking into factors including the impact on the market.
3. The Group, taking into account the management policies of issuing companies involved in strategic shareholdings, shall comprehensively assess the impact of each proposal on the Group which include whether the proposal would contribute to enhancing the medium- to long-term corporate value of the issuing companies, or whether it would lead to harm shareholder value. The Group, then, shall exercise its voting rights, and engage in dialogue with issuing companies regarding the content of the proposal.

Dealings among Related Parties

Article 19. The Company shall make efforts so that dealings between Officers, major shareholders and other parties do not harm the mutual interests of the Company and its shareholders, and shall engage in the following initiatives.
1. Directors and Corporate Officers, when engaging in dealings with the Company on behalf of themselves or third parties, shall follow the provisions of the Companies Act as well as the Group Regulations to obtain prior approval from and perform after-action reporting to the Board of Directors.
2. The Company shall confirm the presence of dealings between the Group and its Directors, Corporate Officers, or their relatives to the second degree every year, and shall strive to grasp the dealings by these parties that involve conflicts of interest.
3. Major dealings involving the Company and its major shareholders, subsidiaries, affiliates, and other related parties shall be reported to the Board of Directors.

Chapter 4. Relationships with Stakeholders other than Shareholders

Appropriate Cooperation with Stakeholders

Article 20. The Company shall formulate the Oji Group Corporate Code of Conduct, and, while building favorable relationships with diverse stakeholders, shall strive to conduct corporate activities with an awareness of itself as a corporate citizen and with a high sense of ethics worthy of the trust of society.
2. The Company shall formulate the Oji Group Environmental Charter, promote environmental management, and strive to actively address issues concerning sustainability.

Ensuring Diversity within the Group

Article 21. The Group, recognizing that diverse values and working styles bring about the creation of new values and the sustainable growth, shall make efforts to ensure diversity in the Group including the promotion of active participation of women.

Chapter 5. Information Disclosure

Appropriate Information Disclosure

Article 22. In order to build and maintain relationships of trust with shareholders and with all stakeholders, the Company shall strive to appropriately disclose quarterly results, management strategies, and other corporate information, under the appropriate supervision of the Board of Directors.

Accounting Auditors

Article 23. The Board of Directors and the Audit and Supervisory Board shall take appropriate measures to ensure proper audits by Accounting Auditors.
2. The Audit and Supervisory Board shall formulate standards to appropriately select and evaluate Accounting Auditors, and shall confirm that Accounting Auditors possess independence and expertise.

Chapter 6. Procedures for Revision and Abolition

Procedures for Revision and Abolition

Article 24. Revision and abolition of these Fundamental Policies shall be conducted in accordance with the resolution of the Board of Directors.

Corporate Governance Report

Corporate Governance Report 304KB