The Company pledges to constantly strive for sustainable growth and to enhance the corporate values of the Chiyoda Group on a mid- to long-term basis. To achieve this goal, the Group established "Chiyoda Corporation Corporate Governance Policy" in October, 2015, which developed the Group's basic views and guidelines with regard to corporate governance. The Group will continue to actively secure soundness and transparency of its corporate management through the Policy.
In order to further reinforce its corporate governance structure, the Company has shifted to a “Company with Audit and Supervisory Committee.” (see below)
The Company has established the Corporate Risk Management Division, which presides over the Compliance Unit, the SQEI (Safety, Quality, Environment, and Information Security) Management Unit, and the Crisis Management Unit, and the Internal Audit Unit. The Corporate Risk Management Division and the Internal Audit Unit directly report to management to raise the quality and transparency of management, enable timely response to stakeholders, and reinforce the risk management and the compliance system.
To ensure speedy and accurate decision-making to deal with rapidly changing social and economic environments, the Company has adopted the executive officer system, which separates the functions of directors, who are responsible for management supervision, from those of executive officers, who are responsible for the execution of business operations.
Note: Characteristics of a Company with Audit and Supervisory Committee are as follows:
By shifting to the Company with Audit and Supervisory Committee, with the new functions, responsibilities and authorities that are described above, the Company will be able to improve and implement the soundness and transparency of management and prompt decision-making, and further enhance its corporate value.
The Board of Directors is composed of 13 directors (including 3 Independent Officers). Important matters concerning the Company are reported to and resolved at meetings of the Board of Directors. The Executive Committee, made up of the four representative directors, examines matters before they are submitted for resolution at meetings of the Board of Directors. It makes decisions about business execution matters by unanimous resolution.
The newly established Audit and Supervisory Committee is composed of 3 directors (including 2 Independent officers) as Audit and Supervisory Committee members who closely monitor the execution of duties by directors and executive officers. The Audit and Supervisory Committee members attend meetings of the Executive Committee and express their opinion when necessary. In addition, their responsibilities include deciding the content of resolutions submitted to the General Meeting of Shareholders, such as the appointment or dismissal of accounting auditors, auditing consolidated financial documents in close cooperation with the accounting auditors, and preparing audit reports.
Where necessary, executive officers cooperate with outside specialists such as corporate lawyers in carrying out duties assigned to them at meetings of the Board of Directors and the Executive Committee. Executive officers provide regular progress reports at executive officer and Executive Committee meetings attended by directors and corporate auditors.
The Chiyoda Group constantly conducts self-assessments of existing internal control functions and reinforces internal control systems. In addition, the Group has established the Internal Audit Unit as an autonomous unit to perform evaluations. Chiyoda has a system in place for auditing the development and operation of a suitable overall internal control framework and constituent components, and for submitting reports to the Executive Committee.