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 directors, 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 holds a meeting led by the chairman, elected by and from among the directors, at least once a month to decide on important matters and supervise the status of execution of business affairs.
Board of Company Auditors
The board consists of auditors, by and from whom a chairperson is selected, and meets at least six times a year to monitor the status of governance and audits the execution of duties by directors as an independent body entrusted by hareholders.
Members attend board and other important meetings, review the status of operations and assets, and maintain close contact with the accounting auditors, Internal Audit Department, and internal controls departments. A supplementary external auditor has been appointed to fill any future external auditor vacancies.
Internal Audit Department
This department conducts internal audits of the execution of operations by business execution departments in accordance with the Auditing Plan for that fiscal year. It verifies the internal management system including its appropriateness and efficiency.
As necessary, the department exchanges opinions with or makes proposals concerning the improvement or correction of a problem to the internal controls departments and reports the results of its audits to the president and auditors.
- Advisory Committee on Nomination and Remuneration This committee, which meets as needed, consists solely of external directors and deliberates on the nomination and remuneration of candidates for directors.
The meeting consists of directors and executive officers nominated by the president and, in principle, meets twice a month.
As a decision-making body for fundamental and key matters related to the execution of business affairs, the meeting deliberates and makes decisions from the standpoint of overall management.
- Executive Officer Committee Consisting of executive officers and presidents of the Group companies, the committee meets at least four times a year to communicate the policies expressed by the president and executive officers responsible for departments, report on the status of business execution by each executive officer and Group company president, and discuss initiatives for achieving the medium-term management plan.
- Corporate Ethics Committee The committee consists of executive officers and is chaired by the president. The executive officers responsible for corporate ethics and nominated by the president oversee all matters related to corporate ethics. The committee meets twice year to deliberate on implementation plans for the pervasion and observance of the Code of Conduct and Action Guidelines.
- Internal Finance Control Committee This committee consists of chairman, president, and executive officers. It is chaired by the president and meets four times a year, assuming a central role in Group-wide control, including review and decision-making concerning important atters regarding internal controls for financial reporting.
Risk Management Committee
The committee consists of members of the Management Meeting and chairpersons of various subcommittees appointed by the executive officer in charge of risk management. It meets four times a year and oversees risk management for the entire Group.
Currently, the executive officer in charge of risk management is the president.