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 holds a meeting, led by the chairman, at least once a month to deliberate on important matters and supervise the status of execution of business affairs.
- Management Meeting The meeting consists of directors and executive officers nominated by the president and, in principle, meets weekly as an advisory body to the president. It deliberates on important matters, including those to be discussed by the Board of Directors.
- Board of Company Auditors The board consists of auditors, 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 shareholders. Members attend board and other important meetings, review the status of operations and assets, and maintain close contact with the accounting auditors, the Internal Audit Department and the internal controls departments. A supplementary external auditor has been appointed to fill any future external auditor vacancies.
- Advisory Committee on Nomination and Remuneration This committee consists mainly of the president and external directors and is chaired by an external director. It deliberates on matters including the nomination of candidates for directors and the system for and level of remuneration, and it meets as needed.
- Liaison Meeting of External Officers A liaison meeting, comprising mainly of external directors and auditors, is held once every quarter to openly exchange views and necessary information and to develop a common awareness of issues.
- 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.
- Executive Officer Committee Consisting of executive officers and presidents of the Group companies, the committee meets at least four times a year to discuss 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 meeting 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 deliberates on plans for the implementation and observance of the Code of Conduct and Action Guidelines during the biannual meetings. 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 Finance Control Committee This committee consists of executive officers, is chaired by the president, and meets four times a year. Its central role is Group-wide control, including review and decision making concerning important matters regarding internal controls for financial reporting.
- Internal Audit Department This department conducts internal audits of the execution of operations by business divisions 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.