Corporate Governance Report (in Japanese)
[PDF 176KB]
(1)Principles of corporate governance
Fukoku diligently strives to offer the best quality products with full confidence. This is the basic pillar of our social commitment and is reflected in our daily business activities. We also recognize that business operations guided by this social conscience can maximize shareholder value and serve the interests of other stakeholders, including retailers, suppliers, employees, and communities. Fukoku has positioned corporate governance as an important management issue in its pursuit of corporate social responsibility.
To implement effective corporate governance, Fukoku provides a framework within which the board and senior management address their respective responsibilities. The directors on the board, all of whom have been selected by resolution of the general shareholders'meeting, are to oversee the top management in the competent and ethical operation of the corporation. Internal audits are independently carried out to ensure that none of the directors have engaged in serious acts of dishonesty or fraud, or have violated any laws or any of the company's Articles of Incorporation, in carrying out the duties and responsibilities of their offices. Moreover, a compliance committee, internal audit office, and crisis-management committee have been established to strengthen the internal control and secure effective corporate governance.
(2)Overview of corporate structure
Fukoku has established a board of corporate auditors consisting of statutory auditors. The board of directors consists of 4 internal directors and holds meetings more than once every month with the representative director presiding as chair. The directors deliberate and decide important management matters and business developments in these meetings, as specified in the Company Law and relevant enforcement regulations. To ensure the effectiveness of the board, its Secretariat sorts out matters to be deliberated in the board of directors and prepares support documentation, as necessary.
A management meeting is held monthly to examine important matters from a corporate-wide viewpoint, and to keep track of progress in business projects and cost control. Fukoku has adopted the auditor system. The board of auditors consists of 1 full-time auditor and 2 part-time auditors (outside auditors) to ensure rigorous and objective audits. The auditors attend the board of directors meetings and other meetings important for the fulfillment of their oversight duties, and obtain reasonable assurances that business is conducted properly and soundly. The company's corporate governance system is presented in the charts below.
