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Corporate Governance
The Chiyoda Group believes that CSR-oriented management that earns the support and trust of all its stakeholders, including shareholders, customers, and employees, is the basis of its corporate activities. We are therefore working in various ways to enhance corporate governance and actively implement CSR-oriented management, including maintaining transparency and soundness.
Corporate Governance System
Chiyoda has established the CSR Division and the Operational Auditing Office to raise the quality and transparency of management, improve response to stakeholders and reinforce risk management and the compliance system. We also established the Safety, Quality and Environmental (SQE) Division and an internal control system directly linked to management.
To ensure speedy and accurate decision-making to deal with rapidly changing social and economic conditions, Chiyoda has adopted the executive officer system, which separates the functions of directors, who are responsible for management supervision, from those of executive officers, who are responsible for the execution of business operations.
The Board of Directors and Meetings of the Board of Directors
The Board of Directors is composed of 10 directors. Important matters concerning the Company are reported and resolved at meetings of the Board of Directors. The Executive Committee, made up of the four representative directors, examines matters before they are submitted for resolution at meetings of the Board of Directors. It makes decisions about business execution matters by unanimous resolution.
Corporate Auditors and the Corporate Auditor System
Chiyoda has also adopted the corporate auditor system. The Corporate Auditors Committee is made up of three outside corporate auditors and one full-time corporate auditor who closely monitor the execution of duties by directors and executive officers. The corporate auditors attend meetings of the Executive Committee and express their opinion when necessary. In addition, their responsibilities include deciding the content of resolutions submitted to the General Meeting of Shareholders, such as the appointment or dismissal of accounting auditors, auditing consolidated financial documents in close cooperation with the accounting auditors, and preparing audit reports.
Executive Officer System
Where necessary, executive officers cooperate with outside specialists such as corporate lawyers in carrying out duties assigned to them at meetings of the Board of Directors and the Executive Committee. Executive officers provide regular progress reports at executive officer and Executive Committee meetings attended by directors and corporate auditors.
Reinforcing Internal Controls
The Chiyoda Group constantly conducts self-assessments of existing internal control functions and reinforces internal control systems. In addition, the Group has established the Operational Auditing Office as an autonomous unit to perform evaluations. Chiyoda has a system in place for auditing the development and operation of a suitable overall internal control framework and constituent components, and for submitting reports to the Executive Committee.
- To ensure the transparency of information and raise the effectiveness of audits, Chiyoda aims to establish an integrated framework of internal controls and a real-time monitoring system for senior management.
- To prevent insider trading, an information management system is in place that encompasses Group companies. All important information is appropriately reported to the Board of Directors and the Executive Committee.
Chiyoda has been selected to the following SRI Indexes:
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Chiyoda Corporation
12-1, Tsurumichuo 2-chome, Tsurumi-ku Yokohama 230-8601, Japan
Tel: (81)45-521-1231 (voice guidance)
Fax: (81)45-503-0200
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