The Tamura Group is enhancing corporate governance through management to help maximize corporate value.
Approach to Corporate Governance
The basic policy of the Tamura Group for corporate governance is to increase the transparency and efficiency of management. With a management team possessing a keen sense of responsibility and sound ethical standards, we aim at management all our stakeholders, including shareholders, expect by ensuring compliance and maximizing corporate value.
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 the directors is ensured through monthly convening of the Board of Directors, as well as executive meetings held about eight times annually, which are attended by both directors and division officers who discuss matters relating to the operations of the Group and the monitoring of management.
◆Statutory Auditor System and Internal Auditing
The Board of Statutory Auditors comprises three statutory auditors (including two outside auditors). Statutory auditors audit the performance of directors’ duties by attending the Board of Directors meetings and executive meetings, listening to the directors and other executives about current performance of their duties, inspecting important documents requiring approval, and investigating operations and finances at major business sites, among others.
In accordance with annual audit plans, the Integrated Audit Division works with the statutory auditors to conduct internal audits of the Head Office as well as the domestic and overseas bases of the Group companies.
◆Corporate Governance Framework (as of June 26,2019)
Responses to Corporate Governance Code
Viewing the implementation of “Japan’s Corporate Governance Code” by companies listed on the Tokyo Stock Exchange in June 2015 as a good opportunity to strengthen Tamura Group’s governance, we have proactively taken various measures, including the establishment of the criteria on independence for independent external directors, the revision of Board of Directors Regulations on matters on the agenda, the establishment of standards stipulated in the Corporate Governance Code, the development of rules in response to the revision of regulations, operational review in relation to the Board of Directors, etc. Our responses to the principles and the supplementary principles for matters subject to disclosure are described in the Corporate Governance Report.
Basic Policy for Internal Control Systems
The Tamura Group acknowledges “stable and efficient management,” “appropriate accountability,” and “compliance with laws and regulations, as well as in-house rules,” as the objectives of internal systems established to enhance management control. “Risk management,” “compliance,” and “internal auditing” have been identified as methods for achieving these objectives with structures being put in place accordingly.