We recognize that promoting corporate management that continuously enhances shareholder value is an important management issue. Clarifying management responsibility and accountability to shareholders, customers, employees and other stakeholders, and improving management efficiency, soundness and transparency, are key to such.
While advancing these initiatives, we ensure strict adherence to corporate ethics and compliance, establish organizational structure that can respond quickly to changes in the business environment, reinforce internal check system and risk management system, and work to further enhance corporate governance.
Corporate Governance Structure
In view of the nature of our business and the size of a company, TAUNS has a General Meeting of Shareholders, Board of Directors, Board of Corporate Auditors and Accounting Auditors, and has adopted a Company with Board of Corporate Auditors. We believe that we can ensure the efficient and sound management through cooperation between these organizations.
Board of Directors
The Board of Directors has been established for the purpose of deliberating and making decisions on basic policies concerning overall company management, including matters to be resolved in accordance with laws and regulations, and the Articles of Incorporation. The Board of Directors consists of six directors including four external directors, and makes decisions regarding the corporate management policies, management strategies, business plans, acquisition and disposal of important assets, and important organizational and personnel matters. The Board of Directors holds regular monthly meetings, as well as special meetings whenever important matters requiring resolution arise.
Board of Corporate Auditors and Corporate Auditors
The Board of Corporate Auditors has been established for the purpose of auditing the state of governance and the day-to-day business operations regarding the execution of duties by Directors and financial status of the Company. The Board of Corporate Auditors consists of one full-time and three part-time Corporate Auditors including three external Corporate Auditors. The Board of Corporate Auditors monitors the status of compliance with laws, regulations and the Articles of Incorporation by Directors, and strives to effectively carry out operational audits and accounting audits. In principle, the Board of Corporate Auditors holds regular meetings once a month and special meetings as required.
The Corporate Auditors attend meetings of the Board of Directors and other important meetings, and conduct proper monitoring of corporate management through various audit procedures, such as inspection of important documents and inquiry for executives and employees in accordance with an audit plan. To conduct efficient audits, they also actively collaborate and exchange opinions with Internal Auditors and Accounting Auditors as appropriate.
For the purpose of deliberating or reporting important management matters, TAUNS holds the Executive Committee which is chaired by the President and consists of the CFO and executive officers. In addition to regular monthly meetings, the Executive Committee holds special meetings as necessary.
Risk and Compliance Committee
For the purpose of promoting risk management, the Risk and Compliance Committee has been established, chaired by the President, including members who are deemed necessary by the chairman depending on risk management issues to be discussed. The Committee is responsible for monitoring and analyzing the overall risk of the Company, as well as providing education and training on risk management. In addition to regular quarterly meetings in principle, the Risk and Compliance Committee can be held at any time when needed.
TAUNS has concluded an auditing contract with Ernst & Young ShinNihon LLC for financial statements audit. There are no conflicts of interest between TAUNS and this auditing firm.
Internal Audit Office
Under the direct control of the President, TAUNS has established the Internal Audit Office consisting of 1 employee. The Internal Audit Office carries out operational audits to cover all departments of the Company, and makes a report to the President. Upon receiving the audit results, the President notifies the departments subject to audits of the results and matters to be improved. The department is then required to submit a report on the status of improvement to the Internal Audit Office. The Internal Audit Office conducts audits in cooperation with the Board of Corporate Auditors and the Accounting Auditors.