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TAMURA CORPORATION
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Japanese

Corporate Governance
The Tamura Group is enhancing its corporate governance to help maximize corporate value through the Group’s management.

Approach to corporate governance
Shareholders are of fundamental importance to management within the Tamura Group, and it is with them in mind that we aim to achieve management compliance with a team possessing a keen sense of responsibility and sound ethical standards. Improving the efficiency and transparency of management to maximize corporate value is therefore the basis of our corporate governance policy.

Corporate governance framework
Board of Directors and system of executive officers
As a means to avoid inconsistencies between management decision-making and executive functions, the directors of the board for the Tamura Group take on executive roles with responsibility over each of the business divisions under a “system of executive officers.” Efficient implementation of business operations by directors is ensured through monthly convening of the Board of Directors, as well as monthly two-day executive meetings attended by directors and divisional officers who discuss matters relating to the operations of the Group and the monitoring of management.

System of statutory auditors and internal auditing
The Board of Auditors comprises three statutory auditors (including two outside auditors) whose auditing tasks include attendance at meetings of the Board of Directors, executive meetings and listening to operating reports by directors and executives, inspection of documents requiring authorization, and examination of the operations and financial standing of the main business facilities. The Internal Audit Office works in conjunction with statutory auditors to conduct internal audits each year of more than 30 bases in Japan and overseas covering Head Office or Group companies in line with an annual audit plan.

Internal controls
The Tamura Group acknowledges stable and efficient management, appropriate accountability and compliance with laws and regulations, as well as in-house rules, as objectives of internal systems established to enhance management controls. Risk management, compliance and internal auditing have been identified as methods for achieving these objectives with structures being put in place accordingly.

Compliance with J-SOX: Financial Instruments and Exchange Law
The Financial Instruments and Exchange Law (otherwise known as J-SOX, Japan’s version of the Sarbanes-Oxley Act) introduced a new requirement for companies to submit internal control reports, effective from the fiscal year commencing April 2008. To comply with this requirement, the Tamura Group is assessing internal control systems and management based on already-completed documentation of important processes dealing with IT and work controls. We are at the same time seeking to build and maintain internal controls that are effective, rather than of a set format, by making improvements where necessary and allowing for Group implementation.
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