Approach to Corporate Governance
Our fundamental policy is in improvement of corporate value, by implementing quick and accurate decision making, enhancing corporate governance in order to obtain the trust of society, and establishing a system and using it accurately.
Two director out of six is an outside director, and two auditors out of three are outside auditors.
Internal Control System
Basic Policy of Internal Control Systems
Systems for ensuring compliance with the laws and Nippon Felt's articles of Incorporation in the performance of duties by directors
- Directors shall recognize and regulate the current situation and establish systems in order to ensure compliance with the laws and Nippon Felt's Articles of Incorporation in the performance of duties by directors.
- Directors shall lead by example and follow compliance-related rules and regulations of the provisions "Corporate Code of Conduct" established by the Corporate Ethics Committee.
- The Board of Directors shall strive to enhance our internal control system in order to make corporate governance effective.
Systems regarding the retention and management of information relating to the performance of duties by directors
- When a decision is made by the Board of Directors concerning the execution of business operations, management meeting minutes and approval documents are created and stored with related documents.
- We shall decide the period of retention of the Board of Directors meeting minutes and of management meetings, and important documents such as approval documents, basis of the laws, regulations and internal rules.
- Information that has been stored on the database shall be strictly managed based on the "Information Security Policy."
Rules and other systems for risk management
- We shall facilitate the sharing of information among directors and employees through the board of directors, Management Committee, and other vital meetings, and establish a system for risk dispersal and prevention.
- We shall establish a structure for risk information gathering and reporting based on risk management policies and depending on the level of risk, create a risk management team with company-wide authority that is supervised by a director in order to establish a system for addressing risks.
Structure for ensuring that director functions are executed effectively.
- We shall proactively deliberate vital management issues through the board of director and Management Committee, as well as regular or provisional vital meetings to promote effective operations.
- Top management should check progress status and provide feedback in order to manage the achievement of management goals.
- Clarify the roles and authority of each division and establish a system for ensuring the effective execution of duties.
- To ensure the reliability of financial reporting, clarify duty assignments and organize regulations, and also establish a system for appropriately managing and evaluating the internal control system related to financial reporting.
- The Internal Audit Office should conduct efficiency evaluations and audits related to the status of organization and management of internal controls for business divisions, and report its findings to the president, board of directors, and Audit and Supervisory Board.
Structure for ensuring that the execution of duties by employees is compliant with law and the articles of incorporation.
- Use means such as distributing a Corporate Code of Conduct outlined by the Business Ethics Committee in the form of a booklet to reinforce awareness among employees and increase awareness of corporate ethics. Also promote awareness of matters determined at regularly scheduled Business Ethics Committee meetings.
- Establish a system of reporting in accordance with the Helpline System, including rules for reports to the representative director, members of the Business Ethics Committee, and the auditing officer, and response methods, in order to implement response measures and reoccurrence prevention measures.
Structure for ensuring the appropriateness of operations at the Company and business group consisting of Company subsidiaries.
- The representative of each subsidiary attends Company board of directors' meetings and Management Committee as an observer in order to promote information sharing and express opinions as necessary.
- We shall coordinate with each Group company to ensure the establishment of a Group-wide compliance system.
- In relation to subsidiaries, we shall respect autonomous management and use regular business management reporting and deliberations to keep appropriate collaboration in accordance with law and regulations.
- Regularly evaluate the appropriateness of the financial status of subsidiaries to ensure the reliability of subsidiary finances.
Employees to support auditing officer duties and matters concerning independence
The Internal Audit Department shall assist the duties of the auditing officer as required. Furthermore, the transfer of Internal Audit Department personnel shall require the consent of the auditing officer.
Structure for reporting to the auditing officer by directors and employees, structure for other reporting to auditing officers
- When a request is issued by the auditing officer, directors and employees have a duty to report on the execution of their operations and duties.
- Regarding reporting to the Helpline and the subsequent responses, reports shall be issued to the auditing officer as necessary and properly respond if there are indicated matters.
- A director or employee may report to the auditing officer individually when a violation is discovered that will have a major impact on operations.
Structure for ensuring that other auditing officer audits are conducted effectively.
- The auditing officer may attend board of directors' meetings, Management Committee and other vital internal meetings and shall have the authority to view internal vital information at any time.
- The auditing officer shall maintain close contact with the auditing firm and the Internal Audit Department and if necessary, exchange views concerning internal controls, etc., to ensure the effective implementation of audits.
Basic approach and status of structure for the elimination of antisocial forces
- In accordance with the Corporate Code of Conduct, we shall have no relations whatsoever with antisocial forces or organizations, and a firm stance shall be maintained toward eliminating illegal demands, etc.
- To promote the elimination of antisocial forces, continue to coordinate closely with external agencies, including the police and related organizations. Also establish and work to improve an internal structure that enables a continue response.
1. Basic Policy of Disclosure Criteria
We shall comply with all domestic and international laws as well as social norms and act as a positive member of society in order to exist as a fair and trusted corporation. Achieving continuous Company growth and increasing our long-term stock value requires that we maintain an awareness of the importance of timely information disclosure. As such, our basic principle calls for the accurate and rapid disclosure of management information, including financial details and the status of business activities.
2. Information Disclosure Methods
Vital facts, incidents, and financial reporting information that could impact investment decisions by investors is registered and disclose via the Time Disclosure Electronic Information System (TDnet) provided by the Tokyo Stock Exchange in accordance with regulations governing timely disclosure outlined by the exchange. Information disclosed via TDnet is also published on our Company website following disclosure. Information that is not applicable to regulations governing timely disclosure is also treated based on the principles of timely disclosure and we work to disclose such information in ways that are as accurate and fair as possible.
3. Forward-Looking Statements
Excluding information related to past or existing facts, disclosed information entails future plans or performance forecasts made based on available information at the time of creation. As such, this information contains various unconfirmed elements. Accordingly, please note that actual performance may differ from these plans or forecasts due to influences including the economic environment affecting our company.