Corporate Governance
Overview
01Basic concept
Kyowa Leather Cloth understands that strengthening corporate governance is an important issue for management, and we are working to increase the transparency of our operations for shareholders, investors, and all of society, and to conduct fair business.
02Corporate governance system
Overview of the corporate governance system
In addition to legally required entities such as the General Stockholders' Meeting, Board of Directors, Board of Corporate Auditors, and Accounting Auditor, we have also established five committees including the Management Committee, various functional committees, and the Corporate Governance Committee. We utilize this cross-organizational committee system to conduct decision-making which is subject to company-wide controls and to carry out mutual checks and balances. We have also established an Auditing Dept. as an internal audit department that is independent from other departments.
Directors and Board of Directors
The Company Board of Directors makes decisions involving important business matters related to laws, matters prescribed in the Articles of Incorporation, and other management matters. It also monitors the execution of director duties. In general it meets once a month.
Corporate Auditors and Board of Corporate Auditors
Our company has established a Board of Corporate Auditors which generally meets once a month. The auditors attend important meetings such as Board of Directors meetings and management meetings, and view important documents related to Company decisions and other matters of business execution.
This Board also receives reports about the status of execution of duties from directors, employees, and others, requests explanations as necessary, and in other ways monitors the execution of director duties.
Accounting Auditor
Kyowa Leather Cloth has concluded an audit agreement with the independent audit firm PricewaterhouseCoopers Japan LLC, and submits to audits of its financial statements and internal controls.
Auditing Dept.
The Auditing Dept. is independent of other departments, and carries out internal audits in cooperation with the auditors.
Management Committee
This committee generally meets once a month in order to discuss policies and plans related to important matters of company management, and take steps for their implementation.
Corporate Governance Committee
We recognize that the establishment of corporate governance is an important duty, and in order to conduct fair and honest business in observance of laws and regulations, the management philosophy, principles of conduct, and other societal norms, the committee generally meets every six months to discuss and decide various business measures.
Crisis Management Committee
We recognize the importance of total and appropriate handling of risks which can have a large effect on our business. As the organization in charge of risk management at the Company, this committee generally meets once every six months to discuss and decide various measures in order to address predicted risks in advance, and all kinds of unexpected circumstances at the appropriate times.
Safety and Health Management Committee
This committee was established in order to clearly identify the basic safety and health principles of the Company and guidelines for their implementation, and to powerfully carry out company-wide safety and health activities. In general meets monthly and functions as the company-wide investigation and discussion mechanism for activities related to safety and health at each business site.
Environmental Management Committee
This committee aims to contribute to our business activities through reporting and discussion related to the environmental management system and to environmental management based on laws and regulations. It generally meets once every six months.
Quality Management Committee
This committee aims to contribute to our business activities through reporting of the conditions surrounding our quality management system, proposed system improvements in response to quality problems, and other matters. It also reports and discusses the quality management system review which is conducted by the company president. It generally meets once every six months.
Diagram of the corporate governance system
