The Basic Concept
The Amano Group positions the importance of corporate ethics and the soundness of management as important management issues. By structuring the organization and establishing management systems to promote and tackle these issues, we are ensuring that our corporate officers take a leading role in the promotion of legally compliant business activities which are also in adherence to corporate ethics. Through such efforts, we are raising the effectiveness of corporate governance to realize a fair and transparent management so as to become an even more trustworthy company.
The Board of Directors consists of 9 directors, including 3 part-time outside directors. In addition to regular meetings, the board flexibly convenes ad-hoc meetings as required to deliberate and decide upon important matters concerning management as well as to report business progress. Thus, the Company has put in place a system to facilitate swift managerial decision-making. From the viewpoint of improving corporate governance, one outside director was appointed at the 97th Annual Shareholders Meeting held on June 27, 2013, the second at the 99th Annual Shareholders Meeting held on June 26, 2015, and the third was appointed at the 103rd Annual Shareholders Meeting held on June 27, 2019. Furthermore, one female outside director was appointed at the 105th Annual Shareholders Meeting held on June 29, 2021, instead of a retiring outside director. Besides, the Articles of Incorporation stipulate that Amano's Board of Directors shall consist of no more than 10 directors.
In order to clearly define the functions and responsibilities of management and for business performance as well as to ensure swift decision-making and achieve greater management efficiency, the Company introduced the operating officer system in April 2005. Of the 16 operating officers, 4 concurrently serve as directors. The Audit & Supervisory Board consists of four members, including two part-time outside members. In addition to attending Board of Directors meetings, full-time Audit & Supervisory Board members actively participates in the internal committee meetings and other meetings in order to monitor the execution of directors' duties and to work with the Internal Audit Unit to more effectively supervise business performance.
In order to strengthen fairness, transparency, and objectivity of procedures related to nomination and remuneration of the Board of Directors and to further enhance corporate governance, the Company has set up the Nomination and Compensation Committee, which consists of outside directors and Representative Directors. The Committee, a voluntary committee, discusses important matters and report to the Board of Directors, such as appointments and dismissals of executives, their remuneration and successor training plan from the perspective of outside directors based on their independence, by making use of their extensive experience and technical knowledge.
In addition, the Amano Group convenes sessions of the Domestic Strategy Conference (for group companies in Japan) and the Global Strategy Conference (for group companies overseas) as required in order to grasp group companies' management statuses. In this way, we are enhancing our management monitoring capabilities to ensure that corporate ethics permeate the entire group to realize more effective corporate governance.
Matters pertaining to corporate governance
The Amano group recognizes that in a business environment where risks are becoming increasingly complex and diversified the formation and the operation of appropriate internal controls along with risk management structures are vital for gaining market confidence. Under this recognition, the Amano group's management policy clearly indicates its strong commitment towards "legal compliance and public benefit". Amano regards the activities of its various committees as being the core of CSR (Corporate Social Responsibility) and along with the risk management framework, forms the foundation to achieve its management policy. Thus Amano will continue to strive to enhance these committees and risk management.
The activities of the committees are reported to the President as required and it is reported regularly to the Board of Directors. The functions of the committees are outlined below:
- Sustainability Committee
- The promotion of sustanability initiatives by all group company members.
- Compliance Committee
- Compliance with legal ordinances by all group company members.
- Risk Management Committee
- The promotion of risk management initiatives in business and management activities.
- Product Safety Committee(Quality Accident Investigation Committee)
- The fault investigation committee works to eradicate damage from market quality faults that exert drastic effects on business operations, prevents unforeseen merchandise faults, and prevents reoccurrence, and provides damage relief.
- Construction Safety Management Committee
- This committee maintains and operates a system involving construction safety such as for structural work, civil engineering work, and equipment installations, etc.
- Information Security Management Committee
- This committee maintains and continuously improves management systems that involve safeguarding personal information and information security.
- Rewards & Sanctions Committee
- This committee gives consideration to appropriate rewards and sanctions towards company employees.
- Funds Investment Review Committee
- Reviews the appropriateness of funds control and operations.
- Capital Investment Review Committee
- This committee formulates capital investment plans and conducts half-yearly reviews. It also examines individual investment projects, cost performance, and the allocation of budgets.
- J-SOX Committee
- This committee provides manages the internal controls for financial reporting in compliance with J-SOX regulations.
Furthermore, the Risk Management Supervising Director will head the Risk Management Committee, Product Safety Committee, Construction Safety Management Committee and the Information Security Management Committee. The Financial Control Supervising Director will head the Funds Investment Review Committee, Capital Investment Review Committee and the J-SOX Committee.