The Morinaga Group will enhance its corporate governance with the aim of maximizing corporate value and achieving perpetual corporate growth based on the basic policies of improving the health and efficiency of management, ensuring the reliability of financial reporting, providing timely and appropriate disclosure of information, complying with laws and regulations, and strengthening the trust and relationships with all stakeholders.
In accordance with the Rules for Decision-making Criteria, the Board of Directors, management meetings, individual directors, executive officers, division managers, and directors are all assigned specific responsibilities and authority.
Operating under the direct supervision of the company president, the Audit Department (which is responsible for conducting internal audits) comprises four (4) staff members who systematically audit all divisions, including subsidiary companies, and together with standing auditors conduct discussions with each division. There are four auditors, two of whom are external auditors. Of the two external auditors, one is a standing auditor, and all four auditors are male. In accordance with the Guidelines for Auditors, the auditors oversee the activities of the directors. In addition, standing auditors regularly meet with the Board of Directors and attend important management meetings in order to monitor and audit the activities of the directors. The accounting auditors meet with all auditors, and the auditing manager meets with the standing auditors on a regular basis or as necessary to exchange information and opinions while maintaining cooperation. The audit manager and standing auditor also attend meetings of the Internal Control Management Committee, which comprises members selected from the primary departments within the corporation, and regularly conduct discussions with members of this committee. The company has appointed Deloitte Touche Tohmatsu LLC as the accounting auditor.
Selection and compensation of company directors are decided by the Officer Appointment and Remuneration Committee and approved by the Board of Directors.
Compensation for auditors is determined through discussions amongst the auditors.
In order to maximize the company’s value and achieve perpetual corporate growth, we are committed to strengthening our internal control system and making management more efficient, increasing the reliability of business operations and ensuring effective audits and monitoring. To ensure that business operations are carried out appropriately, the Board of Directors endeavors to construct an effective internal control system and establish a system of compliance for both legal requirements and the Articles of Incorporation, and the Board relies on the auditors to monitor the effectiveness and functionality of the control system. Furthermore, a helpline has been established for both internal and external use for all related entities, including our subsidiary companies, as a means of gathering information related to compliance issues and implementing appropriate action.
Based on our awareness that compliance is a priority issue for all business activities, the Morinaga Group formulated the Morinaga Code of Conduct/Standards of Conduct in 2001. In 2008, the Morinaga Group Code of Conduct/Standards of Conduct was revised as the group-wide compliance management system.
Furthermore, we have created a Compliance Committee and are building and promoting compliance management. A helpline has also been established as a way to report compliance violations and consult about compliance issues. Consultation windows have been established at three points—within the company, labor union, and outside legal office—and efforts are being made to ensure the system becomes firmly established.
In order to diffuse and firmly establish an atmosphere of compliance, Morinaga displays the Morinaga Group Code of Conduct/Standards of Conduct on panels in each company office and also distributes booklets and cards to all employees. In order to increase compliance awareness, compliance training is provided as part of stratified training, such as training for new recruits and newly appointed managers, and training is also provided on a continual basis at the corporate head office and individual company offices. Furthermore, all employees complete a compliance questionnaire every year in order to provide understanding of the status of compliance at the company and obtain information that can be used in formulating responses in the future.
To respond to the potential risks of any business activity, the Morinaga Group established the Total Risk Management Rules in 2001 as part of the internal control system to categorize and evaluate possible risks to implement preventive measures in normal times.
The Total Risk Management Rules provides various guidelines such as guidelines for natural disaster crisis preparedness to establish measures for an early resumption of business in case of crisis. From FY 2017, the BCP (business continuity plan) are further enhanced to set up a BCM (business continuity management: continuous improvement plans to continue operations in case of disaster or accident, or if interrupted, the operations will be resumed as fast as possible).
In the event of a crisis, the situations will be evaluated and determined promptly to take the necessary actions for the establishment of a task force and information disclosure, as well as to investigate the cause and implement measures to prevent the recurrence of such an incident.
Morinaga designated the person responsible who prevents unjustified demands to express that we act resolutely against antisocial forces. We also collect information from related government authorities to work closely with these authorities when necessary and implement swift countermeasures across the entire organization.
As a member of the international community, the MORINAGA Group respects fundamental human rights, undertaking sincere business activities that do not tolerate human rights violations.
MORINAGA Group Human Rights Policy (established May 2018)
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