Corporate Governance

Basic Approach

SHOWA CORPORATION aims to continue to be an enterprise that is trusted and counted on not only by its stockholders and investors but by customers and society as a whole. Furthermore, in order to achieve sustained growth and improve corporate value, SHOWA CORPORATION has incorporated corporate governance as an important part of its company foundation, and is striving to develop, apply, and improve it.

Overview of Corporate Governance

In order to make appropriate business decisions with insight from a variety of sources, SHOWA CORPORATION has established an Audit and Supervisory Committee, Nominating Committee, and Compensation Committee, which include outside directors as members.
Also, for flexible and efficient global business expansion, Showa establishes management policies, medium and long-term policies, and business plans, and thoroughly disseminates them to group companies around the world. Through deliberative bodies such as the Board of Directors, Management Meetings, Officers Meetings in all business operations, Showa shares information, makes business decisions that take overall operations into account, and collaborates organically as a group.
In addition, audit functions are led by the Audit Office, an organization directly controlled by the Audit and Supervisory Committee. While collaborating with the audit departments of subsidiary companies, this Office performs a check-and-balance function globally.
Furthermore, SHOWA CORPORATION is strengthening its foundation in areas such as compliance and risk management by having officers who are directors develop a mechanism for raising the awareness of all personnel.

Compliance and Risk Management Structure

Each organization, as part of its routine operations, conducts a periodic self-validation based on a checklist that indicates control items such as laws/social norms that should be observed and risks that should be taken into consideration. The results are then reported to the responsible director in order to improve the company's efforts. From the results of the self-validation, the overall situation is evaluated at a Management Meeting.
In order to cope with the various risks involved in business operations, the Risk Management Committee and other committees and departments in charge examine strategies in accordance with committee rules and business operation risk management regulations. Important management-related matters are discussed at Management Meetings, and risks are evaluated and addressed.
For large-scale disaster risks, Crisis Management Regulations are formulated and introduced, and the Crisis Management Committee will deal with emergencies.

Compliance and Risk Management Structure

Establishment of Conduct Guideline

"Our Conduct Guideline" was established as a written guideline for behavior for all personnel when dealing with customers and the general public.

Compliance Committee

A "Compliance Committee" is set up to discuss corporate ethics and compliance-related issues. The Compliance Committee is chaired by the Compliance Officer and meets as needed.

Compliance Hotline

A "Compliance Hotline" has been set up to receive reports/suggestions concerning corporate ethics and compliance-related problems.
Open communication is important in each organization. The aim of the Compliance Hotline is to improve corporate ethics by accepting reports and suggestions and taking appropriate action. Reports and suggestions can be made either anonymously or under one's real name. Active reporting and suggesting is encouraged, while the privacy of reporting parties will be protected.
Operation of the Compliance Hotline is supervised by the Compliance Committee, and report/suggestion content is reported to the Audit and Supervisory Committee.

Storage and Management of Information on Director Duty Performance

Documents and other information pertaining to the performance of director duties are appropriately stored and managed in accordance with Showa document management standards.

Operational Audits

The Audit Office, the company's audit division, conducts audits of each organization's work performance and strives to enhance audits at subsidiaries and affiliates.

Basic Approach to Eliminating Antisocial Forces

At Showa, compliance management is highly respected. Furthermore, acting in accordance with laws and ethics is considered a natural part of being a member of society.
"Antisocial forces" (such as organized crime) that run counter to such understanding should not be tolerated, not only from a legal perspective but from a sense of justice and common sense.

Readiness to Eliminate Antisocial Forces

SHOWA CORPORATION's Conduct Guideline is the basis for embodying the concept of compliance management. Showa strives to maintain and improve in-house awareness through means such as training and pocket leaflet distribution. In addition, the codes of conduct of relevant departments establish standards for dealing with the antisocial forces indicated below and give concrete form to such efforts. When action is to be taken by a relevant department against antisocial forces, a support team will be established within the compliance structure, with a director leading the team.

  • If an unreasonable demand or claim is received from an antisocial force or other similar organizations, such demand will be met with a resolute attitude and any attempt to reach a solution will not be accompanied by payment of money, etc.
  • Antisocial forces will not be used to generate profit for the company or any individual.
  • No business will be conducted with antisocial forces or with customers/clients who have dealings with antisocial forces.