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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 (119KB; PDF)

Corporate Governance Structure

We have adopted a corporate governance structure of a “company with an Audit & Supervisory Committee.” Nine directors including three independent external directors are selected for it, and independent directors represent one-third of the Board of Directors.

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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 Awareness Month

Every May and September are designated as “Compliance Awareness Month,” where our employees are encouraged to think about and discuss compliance matters in their workplace.


Themes for Compliance Months in 2018
May Quality issues and work quality
Sep. Information security training
PDCA cycle of compliance promotion activities
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■Promotion of group governance

As part of our promotion of Noritz Group governance, we published the Management Book for Domestic Group Companies in 2018, to improve the management level of group companies. From 2019 onward, we will make efforts for further improvement of the management level.
In 2019, we will also publish the Management Book for Overseas Group Companies, to promote governance of the entire Noritz Group, including overseas companies.


■Workshops on internal control and prevention of power harassment

During three years from 2016 to 2018, the Audit Department and the Legal Department jointly hosted workshops on internal control and prevention of power harassment targeted to all managements of the Sales and Marketing Departments and persons in charge (1,104 participants from 46 departments). Different workshop programs were arranged for management persons in charge as they require different knowledge and have different key concerns.


■Noritz Hotline

With the aim of preventing and early detecting of compliance violations, and of exposing and solving compliance issues, Noritz has established a Noritz Hotline, a whistle-blowing system which group directors, officers, employees, and their family members can use. Noritz Hotline has two contacts: in-house and external law firm. A whistleblower is guaranteed confidentiality of identity and details and can select either of these contacts.
In 2018, 16 cases in total were reported or sought consultation. Each case was followed up with methods such as fact checking and hearings, and was properly handled or resulted in establishing a measure to prevent recurrence.

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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