Basic Principle of Corporate Governance
Based on the principle "being a company that is trusted by society", Seiko Group Corporation considers "compliance with relevant laws and regulations", "implementation of management transparency and fairness", and "honoring social ethics" as core business goals. In order to achieve these goals, we will strengthen and promote our corporate governance framework and strive to achieve our group’s sustainable growth and increase corporate value.
- Basic Policy
- Corporate Governance Structure
(1) Securing the Rights and Equal Treatment of Shareholders
We strive to develop a necessary environment that effectively ensures the rights of shareholders including voting rights at the general meeting of shareholders, and provide them with necessary information accurately so that they can exercise their rights appropriately. We are also committed to securing equality among shareholders, such as minority shareholders and foreign shareholders.
(2) Appropriate Cooperation with Stakeholders other than Shareholders
We recognize that our social responsibility is to contribute to the realization of a sustainable society through implementation of our group's basic principle "being a company that is trusted by society". Under such recognition, we strive to cooperate appropriately with our various stakeholders, including our shareholders, customers, business partners, members of local communities and employees.
(3) Ensuring Appropriate Information Disclosure and Transparency
In order to obtain appropriate evaluation from our various stakeholders including our shareholders, and to engage in a constructive dialogue with shareholders, we strive not only to disclose appropriate information in compliance with relevant laws and regulations, but also to disclose other information in a timely and appropriate manner so that such information would be clear and useful for the people who use it.
(4) Responsibilities of the Board of Directors
Our Board of Directors will engage in free and constructive discussions and exchanges of opinions, and will appropriately fulfill its roles and responsibilities for the sustainable growth of company and the enhancement of corporate value over the medium to long-term, including making decisions on important management matters such as business strategies, establishing an environment that supports swift and decisive decision-making by the senior management, and enhancing management supervision.
(5) Dialogue with Shareholders
We will promote constructive dialogue with our shareholders to contribute sustainable growth and enhancement of corporate value over the medium to long-term based on "Basic Policy on Constructive Dialogue with Shareholders".
Basic Policy on Constructive Dialogue with Shareholders
Seiko Group 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 medium to long-term based on the following policies:
- President of the Company supervises efforts toward realization of constructive dialogue with the Shareholders, and Directors in charge of IR and General Affairs promote such efforts.
- IR Department and General Affairs Department shall be responsible for sharing information periodically with associated departments such as Accounting and Public Relations Departments in order to promote constructive dialogue with the Shareholders.
- In addition to holding regular meetings, as a means for communication with the Shareholders, the Company strives to enhance dialogue with the Shareholders by implementing following measures.
- The Company regards general meeting of shareholders as an important opportunity for dialogue with the Shareholders. The Company shall make clear information disclosure when delivering notice of ordinary general meeting of shareholders and shall provide comprehensive answers and explanations in response to questions raised by the Shareholders at the meetings.
- The Company participates in IR conferences held by securities companies and hold meetings for analysts to explain its mid-term management plan, progress of such plan, the financial results of the Company, and the status of its overall business activities.
- The Company strives to enhance information disclosure to the Shareholders on its website, in its notice of the general meeting of shareholders, and in its annual reports published to the Shareholders.
- IR Department and General Affairs Department shall periodically report opinions, evaluations and questions received from the Shareholders to management meetings, and share such information with the senior management of the Company.
- In a dialogue with the Shareholders, the Company shall manage insider information appropriately according to its Prevention of Insider Trading Rules and disclose information in a fair manner in accordance with its IR policy.
Corporate Governance Structure
Board of Directors
Our Board of Directors is composed of nine (9) Directors (including one (1) female director). Its role is to make decisions on important management matters and monitors business execution. There are three (3) Outside Directors who have broad experience and considerable insight in business management and in respective fields of specialization. With their independent positions, they contribute to improvement of monitoring functions of the management.
Board of Auditors
Our Board of Auditors is composed of two (2) Corporate Auditors and three (3) Outside Corporate Auditors. Its role is to make decisions and discussion on important matters relating to the audit. Corporate Auditors audit the compliance and validity of the Directors' business execution by participating in the Board of Directors meetings and other important meetings. Outside Corporate Auditors offer necessary advice, suggestions and opinions, making use of their broad experience and insight in business management and in respective fields of specialization.
Corporate Governance Committee
We have established Corporate Governance Committee composed of two (2) representative Directors, three (3) Outside Directors and three (3) Outside Corporate Auditors as an advisory committee to ensure objectivity and transparency of decision-making procedures on matters relating to compensation for Directors and nomination of candidates for Directors.
Corporate Ethics Committee
We have established Corporate Ethics Committee to build a 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 Corporate Ethics Committee's activities.
Risk Management Committee
We have established Risk Management Committee to control risks relating to the business activities of our group. Risk Management Committee establishes a basic framework of risk management, and strive to prevent risks and minimize damage when risks occur.
We appoint KPMG AZSA LLC, an independent auditor complying with the Companies Act and Financial Instruments and Exchange Act, to carry out accounting audit for us.
Internal Audit Department
Internal Audit Department engages in various programs to ensure proper internal auditing practices of our company and individual operating group companies. This department is responsible for inspection, evaluation and improvement of our group’s internal control system and its operations.
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