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In order for the Noritz Group to create corporate value in the long term, it is essential to make good management judgement and prompt and right decisions. Consideration of the best interests of a variety of stakeholders, we are establishing arrangements which ensure high transparency and sound corporate management.

Basic Policy on Corporate Governance

Noritz recognizes that the enhancement of corporate governance is one of the most important management issues and aims to raise corporate value through its business activities for its shareholders and other stakeholders. We are determined to properly respond to the changing business environment, become more sound and transparent, and execute swift decision-making and optimal management judgement.

Corporate Governance Guidelines

Noritz believes that putting the Corporate Governance Code into practice is important for achieving effective corporate governance. Thus, based on the resolution of the Board of Directors on March 2016, the Corporate Governance Guidelines was established. 
The Corporate Governance Guidelines (107KB; PDF)

Corporate Governance Structure

●Adopted a corporate governance structure, which is composed of the board of directors and the corporate auditors/board of corporate auditors.
●Eight directors including two outside directors
●Four corporate auditors including two outside corporate auditors

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Compliance

By defining compliance as adherence to corporate ethics, which include laws and regulations, the Articles of Incorporation, internal rules, and social rules, Noritz has formulated the Noritz Group Code of Ethics and is committed to comply with it.

Compliance Promotion Structure

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Compliance Promotion Activities

With the aim of fostering a corporate culture in which the whole Noritz Group is aware of compliance, and each department and company can undertake self-correcting changes when necessary, we are carrying out compliance promotion activities.

Compliance Month

Every May and September are designated as “Compliance Month,” when our employees are encouraged to think about and discuss compliance matters in their workplace, based on the Noritz Group Code of Ethics and other standards.


Themes for Compliance Months in 2017
May Meetings in workplace May on compliance cases
Sep. Information security training
PDCA cycle of compliance promotion activities
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■Compliance Training

Noritz carried out the following training in 2017.

Noritz ・Compliance training for new employees
Compliance training for new managers
Power harassment training for managers in sales department
Domestic group companies ・Training for newly-appointed officers
Training on fraud prevention of irregularities
Various types of legal training
 (i.e., contract related; personal information protection law; and labor law)

We also undertook compliance training for our suppliers.

■Plan for 2018

We plan to undertake training on legal issues for each department, based on our legal risk map, in addition to annual compliance training for new employees and new managers.
We also intend to carry out initiatives to enhance domestic and overseas group governance.

■2017 Example of compliance initiatives

Joint planning of manufacturing and legal departments

Plan of public invitation to submit compliance cases for manufacturing department


In 2017, we asked our employees in manufacturing areas to submit compliance case studies. Employees who submitted an outstanding case received the award of excellence and their cases have been added to the Compliance Case Examples for Manufacturing Department.
We intend to continue such initiatives as a part of campaign to raise compliance awareness.

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Risk Management

Strengthening Internal Controls
—Establishing an Organization that "Cleans Itself"—

To improve the quality of management, it is essential to put in place internal controls.

At the Noritz Group, we make efforts in the following three areas based on our Code of Conduct, and strive to establish an organization that "cleans itself."

Compliance
We shall abide by corporate ethics—not only laws but also social norms—and develop personnel who carry out their work in a fair and equitable manner.

Ensuring Reliability of Financial Reports
We shall establish a system to handle the internal control and reporting system set forth in the Financial Instruments and Exchange Act.

Improvement of Effectiveness and Efficiency of Work
We shall establish an organization capable of continuous improvement.

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