Corporate Governance

Basic considerations regarding Corporate Governance

The Showa Corporation is an enterprise that continues to pursue its operations based upon the high anticipations of its stockholders as well as society as a whole, and the trust that we have earned through our activities. In order to attempt to improve our corporate value, we have developed a flexible, efficient business that is globally oriented, but we are fully aware of the necessity of maintaining a firm grasp of the risks involved, the necessity to abide all pertinent laws, and to keep all the promises we make, both within and outside of our corporation, as we proceed with the further expansion of our business activities.

In order to establish our managerial policies, our mid-term basic policies, and business schemes, we must continue to solidify the reputation of Showa throughout the entire world through our board of directors, our management conference, our expanded management meeting, our general managers’ conference, and the conference dealing with those in charge of overseas subsidiaries, etc. While attempting to establish an information-sharing structure our functional headquarters system strives to serve as a base for executing our business efficiently. By employing this sharing structure among the various conferences as well as holding both regular and irregular meetings of the conference bodies themselves, or through voluntary self-reliance as a basic premise, the Showa Corporate Governance system can continue to expand all over the globe, thus securing the propriety of all group business activities.

SCG (Showa Corporate Governance)

SCG (Showa Corporate Governance)

Fundamental considerations concerning internal management system and maintenance status

Fundamental considerations

In order to further increase the trust of our stockholders and the general public for the Showa Corporation, with regard to enactment of codes of conduct and the execution of self-verification, etc., under the guidance of the directors in charge, we are able to maintain the mechanisms of internal control composed primarily of the approaches of each organization within our corporate group, and at the same time, we can maintain a systematic approach towards the compliance and the risk management of each organization. Moreover, our internal auditing section is able to carry out effective audits of the business accomplishments of each organization.

Self-verification of compliance and risk management

As each organization executes its regular business routines, the strict observance of all laws and social norms is to be considered as control items in accordance with a checklist that clarifies all risk management categories through self-verification on a regular basis. All improvements of our approach are then to be carried out by reporting the results to those directors in charge. This is to be followed by an evaluation of the overall situation that is executed based upon the results of the self-verification at the expanded management meeting.

System of compliance

A compliance officer is appointed as a director-in-charge who is responsible for promoting any approach concerning compliance. Moreover, as an action agenda shared within our group, we also carry out an activity called “Our Principles" in which all matters dealing with corporate ethics and concerning compliance are discussed within a “Compliance Committee”, and proposals for any problems concerning corporate ethics are submitted over a “Compliance Hotline”.

Enactment of a Code of Conduct

As "Our Principles" are enacted, the actions of each employee that should taken concerning relations between customers and society are stipulated.

Compliance Committee

A “Compliance Committee” is set up in which all issues dealing with corporate ethics and matters concerning compliance are discussed. A compliance officer is appointed to serve as the chairman of the “Compliance Committee”, where meeting held as occasion demand.

Compliance Hotline

A "Compliance Hotline" has been set up as a window where proposals for handling problems concerning corporate ethics and compliance are handled. While each organization strives to maintain open lines of communication, at the "Compliance Hotline" proposal submissions window, appropriate correspondence is attempted in order to achieve any improvement of corporate ethics issues. Proposals are accepted regardless of whether they are anonymous or signed by the person making the proposal him/herself. While the protection of the person making the proposal is ensured, the signing of all proposals is encouraged. Aside from the supervision of the operations of the "Compliance Hotline" by the Compliance Committee, the committee also submits all proposals to the Auditors’ Meeting.

Risk Management System

A corporate level "Crisis-management Manual" that provides guidance with regard to actions to be taken with regard to related organizations and employees when a crisis develops is maintained. Furthermore, the director in charge of promoting approaches for risk management is appointed and the Risk Management Committee is responsible for maintaining the Risk Management System.

System of execution of the duties of the director pertaining to the preservation and management of information

Documents pertaining to the execution of the duties of the director as well as other types of information are preserved and managed appropriately according to our document management regulations.

Operating Audits

The Operating Audits Office, a part of the Internal Auditing Division, strives to enhance internal audits in subsidiaries and related companies as well as executing audits dealing with the state of business operations of each organization.

Fundamental considerations about the elimination of anti-social forces

At the Showa Corporation, compliance management is highly respected. Any actions that do not contradict the laws and ethics of our society are assumed to be recognized as common sense.

Maintenance conditions about the elimination of anti-social forces

With regard to the recognition of anti-social influences that may conflict with this common sense, from the viewpoint of the very beginnings of legal compliance, and even when compared with a sense of justice and common sense, Showa believes that such actions are not to be tolerated under any circumstance.
Showa directs its attention to the thorough elimination of anti-social forces as a part of our maintenance status compliance management. In-house recognition is maintained through training and the distribution of small leaflets, etc., and as we try to make further improvements, the corresponding standards for keeping track of antisocial forces is provided for and embodied within the Code of Conduct related section. In the event of any activity that may correspond to an anti-social act arising within a related section, a director within the compliance system is to assume the role of officer in-charge and established a system of back up.

  • In the event of any unreasonable claims arising from anti-social or other forces, decisive and firm contact is established and no solutions involving any financial exchange are ever attempted.
  • Anti-social forces are not to be utilized to generate any profits for the company or for any individuals.
  • No business activities are to be executed with any anti-social forces and/or any customers/clients that may be in any way related to such forces.