Chapter 1 General rules
1. the purpose
This basic policy is to provide stakeholders such as shareholders, customers, business partners, creditors, local communities, employees, etc. by defining basic matters concerning corporate governance at Kawata Co., Ltd. (hereinafter referred to as "the Company") In addition to fulfilling our social responsibilities, we aim to realize sustainable growth of our company and enhancement of corporate value. Establishment, revision and abolition of this basic policy will be held at the Company's Board of Directors and disclosed on our website every time.
2. Basic approach to corporate governance
We positioned the maximization of shareholder profit by realizing fair and highly transparent corporate governance as a priority issue of management and stated that "Quality is important as well as sales and accounting and management are inevitable", "prompt Decisions and execution ", while emphasizing" control environment "while setting a small number of directors, the top management Management Policy We will ensure that all employees of the Group have strong awareness of compliance. Also, we will strive to communicate information on management risk from the initial stage to the top management in a timely manner.
Chapter 2 Corporate Governance System and Responsibilities of the Board of Directors
1. Outline of Corporate Governance System
At the Board of Directors, the Board of Directors makes important management decisions and oversight of business execution, and as appropriate from outside directors independent from management and external experts point out and advice as necessary so that management will not be conducted solely by the company's own logic We will set up a system that you can do. In addition, by adopting "company with audit committee, etc." as the institutional design under the Companies Act, the Audit Committee utilizes the internal control system etc. to conduct legality audits such as the execution of duties by directors, Perform validity audit. The Board of Directors promptly makes decisions on management, introduces the executive officer system, and the executive officers appointed at the Board of Directors execute the day-to-day operations of departments in charge. In consideration of importance, directors concurrently serve as directors and corporate auditors of group companies and by conducting adequate investigation and oversight of each company's site, it is possible to enhance the effectiveness and efficiency of management of the entire group and trust the financial reporting of each company We will strive to secure sex and to continuously improve the awareness of compliance among all employees.
2. Board of directors · Director
- (1) Role
- (2) Overall composition
- The Board of Directors shall be composed of persons who have various knowledge, experience and ability among those who can fulfill the obligations required of the directors and also consider diversity based on the company size of the company. Moreover, opinions of people with high insight and abundant experience, such as corporate managers and academics experts outside the company, Management Policy In order to properly reflect this, we will appoint two or more Independent Outside Directors. In accordance with the provisions of the Company's Articles of Incorporation, the number of directors (excluding those who are members of the audit committee) shall be within eight and the number of directors who are the members of the audit shall not exceed five.
- (3) election and election
- Directors shall be appointed at the general meeting of shareholders by distinguishing between directors who are members of the audit committee and directors who are not auditing members. With regard to candidates for directors who are not members of the audit, etc., we appoint those who have knowledge and experience that can accurately, fairly and efficiently carry out management of the Company and have sufficient social credibility. Regarding candidates for directors who are members of the Audit Committee, in order to fully demonstrate the supervisory function, they have high insight in any field such as corporate management, risk management, compliance with laws and regulations, internal control, corporate ethics, management quality, global management We have appointed persons who have extensive experience and who can actively express their opinions from a fair perspective and decide separately Unaffiliated Director Independence Standards In accordance with the Company's opinion, we will report to the Tokyo Stock Exchange Co., Ltd. an independent officer of those who are deemed to be independent from the management of the Company.
- The Board of Directors shall appoint a person who is familiar with the business of the company and is capable of fulfilling its duties as executive officers.
- Regarding the appointment of candidates for directors and executive officers, after discussion from the viewpoint of eligibility by the CEO (President and Representative Director), the directors who are members of the Audit Committee and the independent outside director, the resolution is made at the Board of Directors . Regarding candidates for directors, the reasons for their appointment shall be stated in the general meeting of shareholders meeting.
- In the election and dismissal of the CEO (president and CEO), according to objectivity, timeliness and transparency procedures, the Board of Directors will make a resolution after adequate deliberation and disclose the reason for the election.
- In the event that a director or executive officer in his / her term of office conducts acts contrary to public order and morals, in the event of difficulty in continuing duties for health reasons, if the corporate value is severely impaired due to lack of duty, Others In the event that special reasons arise, we will decide to dismiss at the Board of Directors in accordance with objective, timely and transparent procedures, and disclose the reasons.
- In summarizing the above 3 to 5 to the Board of Directors, we will establish a place for preliminary consultation with the directors who are members of the Audit, etc. and independent outside directors, and we will keep records and fully respect the opinions.
- (4) Term of office
- (5) Concurrent position
- In cases where a director concurrently serves as an officer other than the Company, it shall be limited to the extent that it is possible for the director to perform the duty of care and faithful obligation as a prudent manager. Also disclose annual status of important concurrent posts.
- (6) Evaluation of effectiveness
- The directors make self-evaluations annually on the effectiveness of the Board of Directors, their performance as directors, and submit the results to the Board of Directors. Based on the self-evaluation of each director, the Board of Directors analyzes and evaluates the effectiveness of the entire board of directors annually and discloses the outline of the results in a timely and appropriate manner.
3. Audit Committee
- (1) Role
- Audit, etc. The committee conducts the duties of the directors, executes the duties of the directors, exercises the duties of the Company and its subsidiaries, etc. by requesting reports of business to the Company and its subsidiaries based on laws and ordinances, investigating the status of business and property, Perform audits on the internal control system, performance, financial situation, etc., and report the results to the shareholders.
- (2) Overall composition
- The Audit Committee shall include a person who has appropriate knowledge concerning finance and accounting, constitute a majority of the number of members by outside directors, and select full-time audit committee by resolution of the Audit Committee.
- (3) Cooperation with Internal Audit Department · Accounting Auditor
- In order to ensure the adequacy of the audit, the Audit Committee will work with the Internal Audit Division and the Accounting Auditor in an effective and cooperative manner.
Four. Executive remuneration
- (1) Policies and Procedures
- In deciding the remuneration for directors of the Company, the basic policy is as follows.
- Ensure "transparency", "fairness" and "objectivity" for executive remuneration.
- Regarding the annual amount of directors' compensation, the maximum amount of the total amount will be determined at a general meeting of shareholders by distinguishing between directors who are not Audit and Supervisory Committee Members and directors who are Audit and Supervisory Committee Members.
- For directors who are not Audit and Supervisory Committee members, we will strengthen incentives for performance improvement by linking part of the executive compensation to performance.
- When determining the amount of individual compensation, etc., based on the internal rules that take into account each job position, etc., surveys on the level of compensation etc. of other companies to be appropriately compared, and the compensation of domestic business owners by third parties, etc. Judge the appropriateness of the amount of remuneration etc. while referring to In this case, the compensation etc. of other officers and employees in the Company and the compensation etc. of officers and employees in other companies within the Group are also taken into consideration.
- All directors can voluntarily join and leave the executive shareholding association, and the enrollee contributes a certain amount of the monthly remuneration to the acquisition of the Company's shares. This will allow some of the rewards to lead to medium- to long-term incentives.
- The system for remuneration of directors and executive officers and the amount of individual remuneration will be deliberated by the Chief Executive Officer (President), directors who are Audit and Supervisory Committee members and independent outside directors, and then resolved by the Board of Directors. .. When submitting a meeting to the Board of Directors, we shall set up a forum for prior discussions with Directors who are Audit and Supervisory Committee Members and independent outside directors, keep records, and fully respect their opinions.
- In deciding the remuneration for directors of the Company, the basic policy is as follows.
- (2) Remuneration of directors and executive officers who are not members of the audit etc.
- In order to function as one of the sound incentives for sustainable growth, the remuneration of directors who are not Audit and Supervisory Committee members will be fixed and fixed in addition to performance-based remuneration and performance-based stock remuneration that reflect performance evaluations. Configure. The remuneration of executive officers consists of fixed fixed remuneration and performance-linked remuneration that reflects performance evaluation.
- (3) Remuneration of directors who are members of the audit etc.
We will provide the directors with the opportunity to acquire the necessary knowledge on our business, financial affairs and organization at the time of office and to fully appreciate the roles and obligations required of the directors. Also, for the purpose of ongoing renewal, we will provide opportunities for training that are appropriate for individual directors, provide mediation and support expenses for directors who are in office.
Chapter 3 Securing Shareholder's Rights and Equality, Dialogue with Shareholders
The Company will work on improving the environment for appropriate exercise of rights so that the rights and equality of shareholders are substantially secured. Also, in order to contribute to sustainable growth of the Company and improvement of corporate value over the medium to long term, we will establish a system to conduct constructive dialogue with shareholders even at places other than shareholders meetings.
2. General meeting of shareholders
- (1) Basic idea
- The Company recognizes that the general meeting of shareholders is the Company's highest decision-making body and that it is an important place to conduct constructive dialogue with shareholders, and the intention of shareholders is appropriately reflected in the Company's management So, we will develop a sufficient environment based on the attributes of shareholders.
- (2) Provision of information
- We will make efforts to dispatch convocation notice at an early stage so that shareholders can secure sufficient examination time for the bill of the General Assembly and make an announcement by electronic means such as posting the contents on our website before sending the convocation notification.
- (3) Schedule
- As many shareholders attend the general meeting of shareholders, we will endeavor to properly set the date of general meeting of shareholders in order to realize constructive dialogue with shareholders.
- (4) Analysis of votes against the bill
- When the opposition vote exceeds 20% in the proposal of the shareholders' meeting proposed by the company, the Company analyzes the reason for the opposition and the reason why many votes have been increased, and the board of directors will consider the correspondence.
3. Dialogue with shareholders
- (1) Basic idea
- (2) IR Policy
- We will formulate the policy as an IR policy to realize the basic idea defined above and disclose it on our website.
Four. Policy holding stock
- (1) Basic idea
- The Company holds shares holding policy objectives such as maintaining and developing smooth business relationships, strengthening relationships through business tie-ups, and other important objectives in terms of management strategy, for purposes other than those for net investment purposes. In addition, if the Company indicates the intention of selling, etc. from the company holding the shares of the Company, it does not prevent the sale etc. by suggesting a reduction of the transaction etc.
- (2) Confirming possession status and verifying suitability of ownership
- (3) Exercise of voting rights
- Regarding the exercise of voting rights of policy holding stocks, there are cases where there is a possibility of damaging the Company's corporate value, cases where the shareholder value of the issuing company is greatly impaired or serious concern concerning corporate governance arises Exercise voting rights in a direction to make the best use of relationship strengthening with business partners. Specifically, we disclose the voting right exercise standards decided by the Board of Directors on our website, appropriately respond to these standards, and report the results annually by the Board of Directors.
Five. Related party transactions
- (1) Transaction between the company and the directors
- In conducting competitive transactions and conflict of interest transactions prescribed by laws and regulations with the directors, we will obtain approval by the Board of Directors. Also, when conducting such transactions, we will properly disclose the important facts as required by law.
- (2) Insider trading
- In order to prevent trading by insiders of the Company etc. by the parties concerned of the Company, the Company establishes matters to be complied with regarding important fact management, trading of the Company's shares etc. by executives and employees, and strictly administers it.
Chapter 4 Collaboration with Stakeholders
In order to maintain our sustainable growth and improve our corporate value over the medium to long term, we have established a good relationship with stakeholders such as shareholders, customers, business partners, creditors, local communities, employees, Try to work properly.
2. Management philosophy
Our company " Site Go to Physical phenomenon Then, Principle and principle "As a specialist of labor-saving equipment at the product manufacturing site with powdered and granular materials including plastics," high-quality, match the needs of customers, competitors We will contribute to society by delivering the only one product that does not allow follow-up ".
3. Code of conduct
In order to realize the above management philosophy and ensure cooperation with stakeholders, Group Activity Guidelines , "Environmental policy" to comply with, practice.
Four. Responding to issues surrounding environmental issues and other sustainability issues
We will respond appropriately to issues surrounding environmental issues and other sustainability issues (sustainability), and report the status of response to the issues as appropriate to the Board of Directors.
Five. Securing diversity of human resources
The Company provides an environment that enables everyone to continue active without discriminating officers and employees from nationality, race, ethnicity, creed, religion, gender, age, etc. and ensures diversity of human resources I try to do.
6. Internal reporting system
The Company establishes internal notification windows independent from management, establishes and operates regulations concerning concealment and disadvantage handling of informants.
7. Information disclosure
In accordance with the Company Law, the Financial Instruments and Exchange Law and the regulations established by the Tokyo Stock Exchange, etc., the Company will timely and appropriately disclose financial and material facts. In addition to deciding our policy regarding risk management of the corporate group, internal control system, compliance with laws and regulations, Management Policy , Medium-Term Management Plan , Capital policy, etc., in a timely and appropriate manner. In disclosing information, we make it easy for users to understand, and also try to provide in English in reasonable scope.