Attendance at Board of Directors meetings in FY2022
|Position||Name||Board of Director meetings||Audit and|
|President & CEO||Masanobu Shintani||15/15(100％)||–|
|Managing Director||Toshiaki Mizusawa||15/15(100％)||–|
|Director & Executive Office||Hiroshi Shirai||15/15(100％)||–|
|Director & Executive Office||Kenichi Shindo||15/15(100％)||–|
|Director & Executive Office||Mitsuyasu Hirasawa||– ※2||–|
|Outside Director||Hirotaka Sugihara||11/11(100％) ※1||–|
|Outside Director||Mitsuo Ogawa||– ※2||–|
|Director (Full-Time Audit and|
Supervisory Committee Member)
|Outside Director (Audit and Supervisory|
|Outside Director (Audit and Supervisory|
|Kuniaki Kobayashi||10/11 ※1||9/10 ※1|
The Group has built and operates an internal control system as described below. The Group will continue to review and improve the internal control system in response to revisions to laws and regulations and changes in the business environment.
Systems to Ensure the Proper Business Operation of the Group
(1)System to ensure that the directors and employees of the Company and its subsidiaries will execute their duties in compliance with laws and regulations and the Articles of Incorporation
(2)System for Storage and Management of Information on the Directors of the Company’s Execution of Their Duties
The Company has established a system where important documents and electromagnetic records, including Board of Directors’ meeting materials and the minutes of the Board of Directors meetings, are stored and managed and can be perused by the Directors and Auditors as needed under the Document Handling Rules and other internal regulations.
(3)Regulations and Systems Related to Management of Risks of Losses at the Company and Its Subsidiaries
The Company identifies a variety of risks caused by business execution using standards that are consistent as much as possible, and aims to have a comprehensive risk management while ensuring sound management and maximizing shareholder value.
Under the Risk Management Regulations, the Company clarifies its risk management system, specifying the divisions responsible for different types of risks and managing risks and managing risks exhaustively and comprehensively. The President appoints a Director responsible for risk management. The Company has the Risk Management Committee, which monitors various risks attributable to the Company’s operations and risks that the Company should avoid for business continuity, and promptly responds to changes. The committee regularly provides to the Board of Directors an overview of risk management, including countermeasures to be taken if risks to be avoided occur. The Company has established a system where it prepares for losses at its subsidiaries through interviews with the representatives of the subsidiaries, among others, as needed, under the Risk Management Regulations.
(4)Systems to Ensure That the Directors of the Company and Its Subsidiaries Will Execute Their Duties Efficiently
The Company has built a system where it sets management targets and formulates management plans for the Group and examines the plans, comparing them and progress towards their achievement.
For efficient execution of duties based on decisions made by the Board of Directors, the tasks are assigned to each Director and Executive Officer under internal regulations, including the Organization Rules, Administrative Authority Regulations, and Standards for Decision-Making Authority. The Company seeks to clarify the decision-making rules by reviewing the relevant regulations and developing the delegation of authority system. In addition, the Company seeks to expand the checks and balances system developing a system to ensure that the Directors perform their duties systematically, properly and efficiently. The Company has its subsidiaries formulate management plans in line with the Group’s management targets and compares the plans and progress towards their achievement.
(5)System to Ensure the Proper Business Operation of the Group Consisting of the Company and Its Subsidiaries
To ensure the proper business operation of the Group, the Company has defined a management mission shared by the Group companies and has formulated the Subsidiary Management Regulations, which specify basic rules for the Company and its subsidiaries cooperating for the Group’s prosperity and development of overall business operations, and the Standards for Decision-Making Authority Related to Management of Subsidiaries. The Company has appointed supervisors in charge of each subsidiary who supervise the subsidiaries’ business and receive reports from the subsidiaries about their operations as necessary.
(6)Systems to Ensure Effective Audits by the Audit and Supervisory Committee
(7)System Related to Antisocial Forces
|Name||Audit & Supervisory Committee member||Independent officer||Supplementary explanation about relationships with the Company||Reason for appointment|
|Hirotaka Sugihara||〇||No applicable information||The Company has determined that Mr. Sugihara will fulfill his duties from a neutral position, taking advantage of his extensive experience and knowledge and deep insight, which he has achieved through work at a trading company for many years. We examined his personal, capital and business relationships with the Company and his stake in the Company and have determined that he is independent and is not at risk of having conflicts of interest with general shareholders.|
|Mitsuo Ogawa||〇||No applicable information||The Company has determined that Mr. Ogawa will fulfill his duties from a neutral position, taking advantage of his deep insight, which he has achieved through human resources and organizational consulting for many years. We examined his personal, capital and business relationships with the Company and his stake in the Company and have determined that he is independent and is not at risk of having conflicts of interest with general shareholders.|
|Asako Hasegawa||〇||〇||No applicable information||Ms. Hasegawa is conversant with financial accounting and tax practice as a certified public accountant. The Company has determined that she will fulfill her duties from a neutral position, taking advantage of her insight and experience. We examined his personal, capital and business relationships with the Company and his stake in the Company and have determined that he is independent and is not at risk of having conflicts of interest with general shareholders.|
|Kuniaki Kobayashi||〇||〇||No applicable information||The Company has determined that Mr. Kobayashi will fulfill his duties from a neutral position, taking advantage of his extensive experience and knowledge and deep insight as a lawyer. We examined his personal, capital and business relationships with the Company and his stake in the Company and have determined that he is independent and is not at risk of having conflicts of interest with general shareholders.|
1.Initiatives to revitalize the General Meeting of Shareholders and to facilitate the exercise of voting rights
|Sending the notice to call a General Meeting of Shareholders early||We strive to send the notice to call a General Meeting of Shareholders early and post the notice on the Company’s website.|
|Avoiding days on which many companies hold shareholders’ meetings||We arrange the schedule to facilitate the attendance of many shareholders at the meeting.|
|Exercise of voting rights by electromagnetic means||It is possible to exercise voting rights via the Internet.|
|Participating in the electronic voting platform for investors|
Other initiatives to improve the environment for the exercise of voting rights by institutional investors
|Those shareholders that are institutional investors can use the electronic voting platform for investors.|
|Providing convocation notice (summary) in English||A convocation notice (in English) is posted on our website.|
|Explanation||Explanation by representative|
|Creating and publishing the disclosure policy||We post the disclosure policy on the Company’s website.|
|Holding regular explanatory meetings for analysts and institutional investors||We hold meetings after the closing of accounts for the first half and the annual closing.||Yes|
|Posting of IR materials on the website||On the website, we post materials such as accounting summaries, timely disclosure materials, annual securities reports and quarterly reports.|
|Establishing the IR department (person in charge)||The Corporate Planning Department (Head of the Corporate Planning Department) is in charge of IR.|
3.Initiatives related to respect for stakeholders
|Environmental conservation activities, CSR activities, etc.||We have achieved ISO 14001 certification and consider environmental conservation in our business activities.|
Registration date: September 2004; renewal date: September 2022; expiration date: September 9, 2025
|Formulation of policy, etc. on the provision of information to stakeholders||We believe that providing information to stakeholders appropriately in a timely manner is important, and offer the information on the website and at company information sessions.|
We have established Sanyo Trading Group’s Code of Conduct Manual as a guideline for officers and employees to act in accordance with our corporate mission, and to comply with laws and Articles of Incorporation. To ensure the effectiveness of the manual, the President appoints a Director responsible for compliance. In addition, Sanyo Trading has established the Compliance Committee and has built a system where the committee supervises compliance companywide. The committee periodically reports the status of compliance to the Board of Directors.
We have established a system for the Group companies to regularly report on their situations through periodic reporting to the Head Office Board of Directors of and the responsible division, as well as attendance at executive meetings. The Internal Audit Section conducts audits on the business activities of our company and Group companies and reports the results to the Board of Directors.
Sanyo Trading has an internal whistleblower hotline and a compliance consultation desk for reporting acts that violate laws and regulations or social norms, or acts at risk of said violations. In addition, as a compliance consultation desk, it has appointed third parties (lawyers) externally. Sanyo Trading has established internal regulations to prohibit the unfair treatment of whistleblowers and provide them with protection.
Sanyo Trading identifies a variety of risks caused by business execution using standards that are consistent as much as possible and aims to have a comprehensive risk management while ensuring sound management and maximizing shareholder value.
Specifically, we establish responsible departments according to types of risks in accordance with regulations, and we clarify the management structure by comprehensively managing the risks. The President appoints a Director responsible for risk management, and in addition, establishes the Risk Management Committee. The Committee monitors various risks attributable to Sanyo Trading’s operations and risks that it should avoid for business continuity, and promptly responds to changes along with regularly providing to the Board of Directors the status of comprehensive risk management, including countermeasures to be taken if risks occur.
We have established a system under which it prepares for losses at Group companies through interviews with such as the representatives of Group companies, as needed based on the regulations.