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 the Noritz Group governance, we published the Management Book for domestic and overseas group companies to improve the management level of the entire group. This book clearly indicates the standards to be achieved in a unified manner.
Specifically, each group company makes its self-assessment on its implementation of the standards, and then is directly interviewed about the result by Noritz’s respective department in charge, which may ask for improvement if needed. We intend to continue use of the Management Book next year and beyond, with the aim of improving the group-wide management level.
With the aim of preventing and early detection 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: an in-house contact and an external law firm. A whistleblower is guaranteed confidentiality of identity and can select either of these contacts.
In 2019, 13 cases in total were reported or sought consultation.
Each case was followed up with fact checking and interviews, 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."