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
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.
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
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.
■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.
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.
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."