Corporate Governance and Management System
Tosoh has established a system that enables prompt responses to changing business environments and thereby raises corporate value. We strive for sound management and a high degree of fairness and transparency.
Tosoh’s corporate governance and management system comprises of committees consisting of directors and general managers from throughout the Tosoh Group. All committees—the Internal Control Committee, Compliance Committee, Antimonopoly Compliance Committee, and the Export Supervision Committee — all function to gain the trust of society.
Antimonopoly Compliance Committee
The Antimonopoly Compliance Committee prepares in-house rules, manuals, and other instruction methods to ensure compliance with Japan’s Antimonopoly Act. The committee also holds meetings on a timely basis to deliberate and make decisions on necessary actions on an ongoing basis. Tosoh’s Legal and Patents Department conducts hearings on sales price revisions proposed by the sales departments of business divisions. It also holds hearings to confirm whether there have been any meetings with competitors regarding pricing and bidding on government contracts.
The committee annually holds in-house seminars to heighten an awareness of and to ensure compliance with such laws as the Antimonopoly Act and the Act against Delay in Payment of Subcontract Proceeds, Etc., to subcontractors.
Export Supervision Committee
The Export Supervision Committee prepares in-house rules, manuals, and other instruction methods to ensure compliance with Japan’s Foreign Exchange and Foreign Trade Act. The committee also holds meetings appropriately to consider and make decisions on necessary actions. The committee decides on the export management procedures for cargo and other items that fall under Japan’s list control and catchall control regulations. The Export Department manages the procedures. The committee also holds in-house seminars annually to ensure legal compliance with export controls. A total of 251 employees attended its seminars in fiscal 2016.
Internal Control Committee
The Internal Control Committee, which convened five times in fiscal 2016, oversees Tosoh’s compliance with the financial reporting requirements of Japan’s Financial Instruments and Exchange Act. Specifically, it supports the design and improvement of our internal controls.
It evaluates the effectiveness and, based on evaluations by our Audit Office, the status of our internal controls and generates plans therefore. It also prepares and publicly issues internal control reports. Its membership comprises general managers from related departments.
Compliance Committee
Our Compliance Committee structures Tosoh’s compliance systems; formulates its corporate behavior guidelines; and undertakes and implements compliance-related training, research, and fact finding. The committee issues a code of conduct applicable to the entire Tosoh Group that establishes high standards for groupwide compliance.
The committee has also established a compliance hotline that allows employees and others to anonymously report compliance-related indiscretions. The Compliance Committee, meanwhile, highlights the latest compliance-related developments on Tosoh’s intranet. Those highlights include quizzes on compliance, real-life examples of compliance, and more to heighten employee awareness of the importance of compliance.
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