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Governance Initiatives

Corporate Governance Initiatives

Basic Policy on Corporate Governance

We have established the "Basic Policy on Corporate Governance" with the aim of ensuring the sustainable growth of our group and improving and stable corporate value over the medium to long term.
Our management philosophy is to "contribute to the realization of a sustainable society as an electronic components trading group."
Based on this management philosophy, our operating policy is to implement each management measure while taking into consideration all stakeholders and balancing investment and risk avoidance in order to increase our corporate value.
In June 2022, we transitioned to a company with an audit and supervisory committee in order to strengthen the supervisory function of the Board of Directors and strengthen corporate governance, thereby further improving management transparency and enabling even faster decision-making.
Through strengthening corporate governance and proactive information disclosure, we will strive to fulfill our social responsibilities as a company and increase our corporate value.

Main measures to achieve the basic policy of corporate governance

1
Enhancing the number of outside directors
2
Revitalizing the Board of Directors
3
Stock-Based Compensation Plan for Executives (BBT) (already implemented)
4
Regarding Independent Outside Directors
Establishment of independence criteria
5
Establishment of voluntary nomination and compensation committees

Corporate Governance System

Corporate Governance Report [PDF・274K]

Risk Management

The Group has established a Risk Management Committee, chaired by the President and CEO, as the organization responsible for overseeing total risk management in order to address all types of risk of loss that threaten to enhance corporate value and achieve the sustainable development of corporate activities.

Basic Policy for Building an Internal Control System

The Group complies with laws and regulations, and has established an internal control system in accordance with the Companies Act and the Financial Instruments and Exchange Act in particular.
Based on this, the rules concerning the monitoring system will be set out in the Internal Control Regulations, Internal Audit Regulations, and Implementation Standards for Audit and Supervisory Committee Audits Related to the Internal Control System.

1
System to ensure that the execution of duties by directors and employees complies with laws, regulations and the Articles of Incorporation
2
System for storing and managing information related to the execution of duties by directors
3
Regulations and other systems for managing the risk of loss
4
System to ensure efficient execution of duties by directors
5
System for ensuring the appropriateness of business operations within the corporate group consisting of our company and its subsidiaries
6
System to ensure that internal control over financial reporting is carried out effectively
7
Matters concerning employees who will assist the Audit and Supervisory Committee in its duties and matters concerning the independence of such employees from directors (excluding directors who are Audit and Supervisory Committee members)
8
Systems for directors (excluding directors who are audit and supervisory committee members) and employees, as well as directors and employees of subsidiaries, to report to the audit and supervisory committee and other systems related to reporting to the audit and supervisory committee
9
System to ensure that audits by the Audit and Supervisory Committee are carried out effectively

Basic Policy for Building an Internal Control System [PDF・418K]

compliance

The Group has established a Compliance Committee to oversee compliance as a whole, chaired by the President and CEO and including our corporate lawyers.

Furthermore, we define compliance as a code of conduct for observing not only laws and regulations but also social norms, and have established a "Corporate Code of Conduct" and "Corporate Code of Conduct" to guide our corporate activities.

Code of Conduct

1
We will comply with laws, regulations and other social norms and conduct fair and sound corporate activities.
2
We contribute to society by providing excellent products and services.
3
We respect the individuality and personality of our employees and create a rich and relaxed working environment.
4
We respect the positions of stakeholders.
5
We aim to be a good corporate citizen that contributes to the local community.
6
We contribute to protecting the global environment and creating a rich, livable society.