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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 (89KB; 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 2019
May Review of compliance incidences
Sep. Information security training
PDCA cycle of compliance promotion activities
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■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.


■Noritz Hotline

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.

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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