Basic Principles of Corporate Governance
As a company based on the principles to being a company that is trusted by society, Seiko Holdings Corporation positions as a core business challenge compliance with all laws and regulations, implementation of management transparency and fairness, and honoring social ethics-and to realize these goals by striving to apply and reinforce its corporate governance framework.
- Basic Policy
- Corporate Governance Structure
(1) Securing the Rights and Equal Treatment of Shareholders
Seiko Holdings Corporation strives to develop a necessary environment for appropriately and effectively securing shareholder rights such as voting rights at the general meeting of shareholders and provide necessary information accurately to ensure that shareholders can appropriately exercise their rights. We are also committed to securing equality between shareholders, including minority shareholders and foreign shareholders.
(2) Appropriate Cooperation with Stakeholders other than Shareholders
As well as with shareholders, we also strive to cooperate with other stakeholders including customers, employees, business partners and members of the communities where our facilities are located. We believe that we bear a social responsibility to contribute fully to the realization of a sustainable society and to honor our group's fundamental policy of "being a company that is trusted by society."
(3) Ensuring Appropriate Information Disclosure and Transparency
We shall appropriately make information disclosure in compliance with the relevant laws and regulations, but also strive to provide clear and useful information in a timely and detailed way beyond that required by law in order to facilitate accurate evaluations by our shareholders and other stakeholders and to engage in constructive dialogue with them.
(4) Responsibilities of the Board
Our Board of Directors is committed to a free, open and constructive style of management. We aim to ensure that it executes its duties timely and decisively and that its actions create an environment where good decisions can be taken by the senior management to achieve sustainable growth and increased corporate value over the mid- to long-term.
(5) Dialogue with Shareholders
We promote constructive dialogue with shareholders so as to support sustainable growth and increase corporate value over the mid- to long-term based on "Basic Policy on constructive dialogue with shareholders."
Basic Policy on Constructive Dialogue with Shareholders
Seiko Holdings Corporation (the "Company") promotes constructive dialogue with its shareholders and investors (the "Shareholders") so as to support sustainable growth and increase corporate value over the mid- to long-term based on the following policies:
- The President of the Company supervises initiatives to realize the constructive dialogue with the Shareholders, and the Directors in charge of IR and General Affairs promote them.
- Periodically, the IR Department and General Affairs Department share information with associated departments such as the Accounting and Public Relations Departments in order to promote constructive dialogue with the Shareholders.
- We are committed to the following measures so that there are sufficient opportunities for dialogue with the Shareholders, in addition to individual meetings.
- The general meeting of shareholders is an important opportunity for dialogue with shareholders. We strive to disclose information as clearly and understandably as possible when we announce the general meetings and to provide comprehensive answers and explanations in response to questions from shareholders at these meetings.
- We participate in IR conferences held by securities companies and hold information sessions to explain our mid-term management plan, how the plan is progressing, the accounts of the Company, and the status of our business overall.
- We strive to provide full information on our website, in our notices of the general meetings of shareholders, and in our annual reports.
- Periodically, the IR and General Affairs Departments report to the senior management the opinions, evaluations and questions received from the Shareholders and share with them these and other issues.
- In dialogue with the Shareholders, we manage insider information according to our rules to prevent insider trading and disclose information fairly in accordance with our IR policy.
Corporate Governance Structure
Board of Directors
The Board of Directors is composed of 11 Directors.(including two female directors) It takes decisions on important management matters and monitors business execution. There are two Outside Directors who have broad experience and considerable insight in business management and specific fields. With their independent viewpoints, they help to improve monitoring functions of the management.
Board of Auditors
The Board of Auditors is composed of two Corporate Auditors of the Company and three Outside Corporate Auditors. Its role is to make decisions on all matters related to the audit. The Corporate Auditors audit the compliance and validity of the Directors' business execution by participating in the Board of Directors meetings and other important meetings. The Outside Corporate Auditors offer necessary advice, suggestions and opinions, making use of their broad experience and insight in business management.
Corporate Governance Committee
We have established a Corporate Governance Committee composed of two representative Directors, two Outside Directors and three Outside Corporate Auditors as an advisory committee to ensure the objectivity and transparency of decision-making on matters to do with compensation for Directors' and nomination of officer candidates.
Corporate Ethics Committee
We have established a Corporate Ethics Committee to build the system for compliance with corporate ethics and promote fair and ethical business activities. We disseminate the system for compliance with corporate ethics to our Directors and employees and raise awareness on fair and equitable business activities through the Committee's activities.
Risk Management Committee
We have established a Risk Management Committee to control risks related to the business activities of the whole group, defined a basic framework for risk management, and striven to prevent risks and minimize damage when risks occur.
We retain KPMG AZSA LLC, an independent auditor complying with the Companies Act and Financial Instruments and Exchange Act, as our Accounting Auditor.
Internal Audits Department
This department engages in various programs to ensure the proper internal auditing practices of Seiko Holdings Corporation and individual operating companies. It is responsible for inspecting, evaluating and improving upon the in-house regulatory system for the group as a whole and its operations.
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