We base our management on the following Basic Philosophy.
[Basic Philosophy]
The Glosel Group will focus on contributing to the development of industry in Japan (related to electronics) through the constant practice of “Creation & Innovation,” while strictly obeying all laws and aiming for harmony with society. We will strive to provide products and services that match customer needs and aim to satisfy and inspire our customers. We declare our basic management policy to become a company that is most supported and trusted by customers and gains the understanding and affinity of its shareholders through its sound results and transparent corporate management.
In addition, the following Management Philosophy will serve as guidelines for business activities as specific actions in accordance with the above Basic Philosophy.
[Management Philosophy]
We will build a relationship of mutual trust with our customers (clients) and collaborate in great partnerships as we continue to work towards our goals of mutual benefits with sincerity and honesty. <顧客とともに>
We declare that we will always be a corporation that evolves together with society, while strictly obeying all laws and maintaining harmony with society. <社会とともに>
We will engage in activates to gain the understanding and affinity of shareholders by maintaining sound results and transparent corporate management through profitable growth with quality. <株主とともに>
We will support and also fairly evaluate each and every employee as they recognize their missions as members of society, respect their colleagues, listen to the opinions of others, and strive to constantly grow in their capabilities and reach success with awareness of participation in and contribution to the corporation. Furthermore, we will strive to provide employees with a comfortable and fulfilling lifestyle and aim to grow with them. <社員とともに>
We will value the health of people and the workings of nature, actively engage in improving the global environment, and contribute to the continuous development of a sustainable society. <環境とともに>
Revised: April 1, 2009
The Company has established the “Basic Philosophy” and the “Management Philosophy” that serve as the basis for our management. The President, Representative Director shall repeatedly convey these sprits to the directors and assistants of the Company and its subsidiaries (hereinafter referred to as the “Group”) and shall ensure that compliance with laws and regulations is a prerequisite for all corporate activities. The Group has established the Compliance Manual with the director as the responsible officer and has established committees. In addition, the Group maintains confidentiality of reports made by directors and assistants in the event that they found any misconducts that violate laws, regulations, the articles of incorporation, etc., and does not treat whistleblowers disadvantageously. Furthermore, the Auditing Department has been established in the Company to secure, maintain, and improve the internal audit system, and to improve the compliance system by conducting internal audits.
Information pertaining to the duties of directors is recorded in documents or electromagnetic media (hereinafter, “documents, etc.”), and appropriate storage and management (including disposal) are conducted in accordance with the Board of Directors Regulations and the Document Management Manual, and the status of operation is verified and the manuals, etc. are reviewed as necessary. Directors and Audit & Supervisory Board Members are able to access these documents at all times.
The Company has established the Auditing Department, which reports directly to the President, Representative Director, and takes charge of its administrative affairs. In addition, we periodically verify the items to be audited and the implementation method, check the items to be audited to ensure that there are no omissions, and if necessary, revise the audit method. In the event that an audit by the Auditing Department of the Company uncovers an act of executing business in the Group that may result in a loss due to a violation of laws and regulations or the articles of incorporation, the Company has established a system to immediately notify the Crisis (Risk) Management Committee, which is chaired by the President, Representative Director, and the department in charge of the details of the discovered risk and the extent of the loss. The Crisis (Risk) Management Committee has developed the Crisis (Risk) Management Manual that stipulates the scope of crisis, risk catalog, etc., and checks the operational status. In addition, we have formulated the Business Continuity Plan (BCP) to prepare for emergencies both inside and outside the Company.
In addition to regular meetings of the Board of Directors held at least once a month, the Board of Directors of the Company flexibly holds extraordinary meetings when there are urgent matters, and functions as a decision-making mechanism for overall management, such as supervising the status of execution of duties by directors and making decisions on important matters. With respect to the supervision of execution of duties at the Group, all matters stipulated by the Board of Directors Regulations and matters that fall under the standards for submission to the Board of Directors of the Company shall be submitted to the Board of Directors. In this case, a system has been established in which sufficient materials on the agenda are distributed to all directors and officers in accordance with the principles of business judgment, in order to conduct productive discussions.
As for the status of execution of duties at subsidiaries, directors of the Company serve concurrently as directors of subsidiaries, and the status is reported and discussed at the Board of Directors meeting of the Company. The Group’s daily business operations are delegated in accordance with the Administrative Authority Regulations, the Division of Duties Regulations, etc. and each responsible person performs business operations in accordance with the decision-making rules.
The Group strives to ensure the appropriateness of its business operations by communicating the spirits of the [Basic Philosophy] and [Management Philosophy] to the directors and assistants of the Group and ensuring that compliance with laws and regulations is a prerequisite for all corporate activities The Group accepts periodic audits by the Auditing Department of the Company and receives reports from them. In addition, the Chairperson (President) of the Compliance Committee of the Company, the directors of subsidiaries, and the Auditing Department regularly hold information exchange meetings to identify compliance issues and issues from the viewpoint of efficiency and implement countermeasures. In addition, if a compliance-related problem occurs in the Group, it is reported to the Compliance Committee Secretariat and the director in charge in the Company, and important information is reported as appropriate.
At present, there are no assistants to assist the duties of Audit & Supervisory Board Members of the Company, but the Company has appointed two Audit & Supervisory Board Members (full-time members) capable of sufficiently verifying the Company’s business operations and conducts audit operations. The Company appoints assistants as necessary, and promptly takes measures for personnel selection after exchanging opinions between directors of the Company and the Audit & Supervisory Board Members. If the Company appoints an assistant, such assistant will perform the duties of assisting the Audit & Supervisory Board Member under the direction and order of the Audit & Supervisory Board Member. In addition, matters related to personnel treatment, such as internal transfer and evaluations of the assistants, are decided after obtaining the prior consent of the Audit & Supervisory Board, and independence from directors, superiors and other persons is ensured.
Directors of the Group report the status of execution of duties at the Board of Directors meetings attended by the Audit & Supervisory Board Members. In addition, directors and assistants of the Group provide necessary reports and information in response to requests from the Audit & Supervisory Board Members of the Company. The main reports and information provided are as follows.
• Activity status of divisions related to the establishment of internal control system
• Activity status of the Audit & Supervisory Board Members and internal auditing department of subsidiaries, etc.
• Significant accounting policies, standards, and changes thereof
• Content of announcement of business and performance forecasts and content of material disclosure documents
• Mandatory circulation of minutes of meetings and requests for approval requested by the Audit & Supervisory Board Members
• Operation of the whistleblowing system and content of whistleblowing
In addition, we stipulate that reporters to the Audit & Supervisory Board Members and whistleblowers shall not be treated disadvantageously in accordance with internal regulations.
In the event that the Audit & Supervisory Board Member of the Company requests advance payment of expenses, etc., from the Company for the execution of their duties, the Company promptly processes such expenses or payables, unless deemed unnecessary for the execution of their duties. The Audit & Supervisory Board of the Company holds regular meetings to exchange opinions with the Representative Director of the Company, to confirm the status of execution of duties, and to present audit reports and audit opinions of the Audit & Supervisory Board Members. In addition, meetings to exchange opinions are held when necessary. Each director is interviewed individually to confirm the status of execution of duties.
The Company and the Group as a whole take a resolute stance against unreasonable demands made by antisocial forces and have established a system that does not allow any relationship with antisocial forces, based on specific policies in the “Antisocial Transaction Prevention Manual.”
In order to ensure the reliability of financial reporting by the Company and the Group, the Company has established the Internal Control Manual. At the same time, the Company has established an “internal control system” for the effective and appropriate submission of internal control reports based on the Financial Instruments and Exchange Act. The Company continuously evaluates the proper functioning of the internal control system and takes necessary corrective actions if necessary to ensure compliance with the Financial Instruments and Exchange Act and other relevant laws and regulations.
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Revised: July 30, 2015
