Sanki Engineering's Basic Concept of Corporate Governance & Framework
Sanki Engineering's Basic Concept of Corporate Governance
Increasing the Efficiency of Management as a Major Premise with Absolute Compliance
Sanki Engineering positions contribution to society through engineering, communication with all of our shareholders and other stakeholders, and the realization of business activities that make us a company both valued and trusted by the community as our basic management principles. In order to realize this, we recognize that a key management challenge is to boost management efficiency and performance while not compromising to enhance compliance.
Corporate Governance System
In order to increase business efficiency and speed up the decision-making process, we are employing an executive officer system in which we divide management functions between the Board of Directors, which is responsible for decision-making and supervision functions, and executive officers, who are responsible for the execution of business affairs. We also have a system in place by means of which the decision-making process of our Board of Directors and the execution of business affairs by our executive officers are subject to multifaceted monitoring and restraints from external executive officers, a Board of Company Auditors (including external auditors), an Internal Audit Department, and accounting auditor in order to ensure the legality and appropriateness of our business procedures.
Framework of Corporate Governance System
- Board of Directors The Board of Directors meets at least once a month in order to decide on important matters and supervise the status of execution of business affairs.
- Management Meeting Made up of directors and executive officers nominated by the President. Meets weekly to deliberate on important matters, including those to be discussed by the Board of Directors.
- Board of Company Auditors Convened at least six times a year. The auditors attend Board Meetings and other important meetings, and offer opinions as necessary. The Board conducts accounting auditing and business auditing activities in cooperation with the accounting auditors, the Internal Audit Department, and the Internal Controls Departments. In June 2012, a supplementary external auditor was appointed in order to fill potential future vacancies in the Board.
- Risk Management Committee Convened once in a quarter in principle, and from time to time where appropriate. Chaired by the Executive Officer approved by the Board of Directors in charge of Risk Management, and composed of the Management Meeting members and other persons designated by the Chairperson as members, and the Management Planning Office to serve as the secretariat. Monitors important risks, and formulates a plan for controlling such risks to submit the plan as an agenda item for the Management Meeting. In addition, monitors risks reported by each Risk Management Subcommittee, Risk Management Division, and where appropriate, makes suggestions for improvements and reports their results to the Management Meeting.
- Financial Internal Controls Committee With the president acting as Chairperson, this committee deliberates and makes decisions on important matters in the area of internal controls related to financial reporting, and plays a central role in company-wide regulation.
- Corporate Ethics Committee With the President as Chairperson, via this committee executive officers nominated by the President to be responsible for corporate ethics oversee all matters related to corporate ethics. The Committee is made up of executive officers, heads of divisions and the Presidents of branches and branch offices, and the CSR Promotion Division functions as the Secretariat. The committee deliberates on action plans and other measures to achieve further penetration and stricter observance of the company's Code of Conduct and Action Guidelines at two regularly scheduled meetings per year.
- Internal Audit Department This section conducts internal audits of the operations of each of the company's business divisions, based on the Auditing Plan for that fiscal year. It verifies the appropriateness, efficiency, etc. of the internal management system. As necessary, the Internal Auditing Section exchanges opinions with or makes proposals concerning the improvement or correction of a problem to the Internal Controls Departments of the Administration Division and other divisions. The Section reports the results of its audits to the President, responsible executive officers and auditors.
- Executive Officers Appointed by the Board of Directors, the executive officers are responsible for and possess authority in relation to the execution of the affairs that fall under their purview.