The ALSOK Group includes social contribution in its management policies. In line with this policy, we are working diligently to contribute to safety and security in society at large through our operations, while endeavoring to remain the corporate group reliable to all stakeholders. Moreover, we place emphasis on information disclosure. We work positively on IR activity in the inside and outside such as the execution of visiting every institutional investor and holding analyst meetings for investors and analysts. The ALSOK Group aims at the construction of the organizational structure to which the corporate governance functions more effectively while gazing at the trend of the world, and will continue the examination of the measure for various systems.
An outline of the corporate governance system and reason to adopt it
We adopted the auditor system and are satisfied with its effective full audit that improves governance to our executive team.
ALSOK's director consists of 7 members, including 2 outside directors and auditors consists of
4 members, including 3 outside auditors. The Board of Directors, in principle, meets once a month
to make important management decisions and oversee business execution. Chaired by the president,
the Management Committee, as a general rule, meets twice a month to discuss matters to be decided by
the Board of Directors. Members of the Board of Directors discuss the business execution policy based on the discussion of the Board of Directors. The Board of Corporate Auditors, in principle, meets once a month
to consult or to resolve important items concerning inspection. Also, one of the auditors attends
the Management Committee and observes management execution condition.
ALSOK is working on speeding up management decision-making, clarifying the division of
roles in management and business execution by implementing an executive officer system
in June 2002, company system in April 2010, and also designing CEO and COO.
We are proud of these systems mentioned above that enable us to make our business more impartial and transparent.
Still, ALSOK and the outside director are concluding the contract to limit the onus of
damage of the law in Article 423 clause 1 based on regulations of Article 427 clause 1 of the Corporate Law.
Amount limit for the damage liability based on the concerned contract is assumed to be high
amount, either of the lowest amount limit provided in 10 million yen or Article 425 clause 1 of this law.
This is aimed for Outside Director to sufficiently demonstrate the expected role.
Condition of maintenance for internal management system
Based on Corporation Law and Financial Instruments and Exchange Law,
the Group is maintaining system to secure the rightness of business for other corporations
and agreement for execution of duty as director and employee to law and certificate of incorporation.
A. System to secure the agreement of execution of duty as directors and employees to law and certificate of incorporation.
(a) Ever since the company started, we have cherished "the SOHKEI Charter", that is composed of the founder's spirit and motto of the company. We have encouraged our business activity in accordance with the charter.
(b) We enacted an ethical code as standard for the action based on the ethics with sincere performance of duty.
(c) We adopted Compliance Regulations and made one of the directors as the director in charge of compliance, who reports activity conditions to Management Committee and the Board of Directors` Meeting if necessary.
(d) We established Internal Report Regulation in order that we can construct the internal report system and operate it appropriately.
(e) We established the internal audit exclusive jurisdiction department under the direct control of the President. The department regularly inspects management activities at all departments in the headquarters and branches and reports the results to the auditors and directors.
(f) Based on the law of Financial Instruments and Exchange Act, we maintain and operate systems to make the financial reporting properly is maintained and operated.
(g) We watch the execution of function, by establishing "Board Regulations", "Internal Memo Regulations", "Policies of Dividing Duties", and "Policies of Administrative Authority", divide administrative authority, and obligate final decision that exceeds authority in charge.
(h) We conduct various training systems, especially training in law, articles of incorporation, and internal regulation for directors and employees.
B. System concerning preservation and management of information that lies execution of duty as director
(a) Establish an order concerning primary information that show the execution condition of General Meeting of Stockholders record, Board of Directors record, Management Committee record, request for approval, contracts, account book, financial documents, and other services as to conservation management concerned information.
(b) Allow directors and auditors to browse these information anytime.
C. Other systems of regulations concerning management of to risk of loss
(a) Together with establishing "Risk management regulation" and naming the risk management officer, we estimated and evaluated risks. Person in charge should report to the Board of Directors` Meeting and Management Committee as needed and to come out with needed measures of prevention, reduction, transfer of risks or settle coping strategy when risk occurs.
(b) We establish "Disaster Control Regulation", adjust the systems, and measures when natural disaster occurs.
D. System to secure efficient execution of director's duty.
(a) The management plan of the mid-term and fiscal year is made based on the business objective.
(b) As for the management plan of fiscal year, it is reported to the Director and the Management Committee every month, and the progress management is carried out monthly.
(c) "Administrative Authority Regulation" is enacted, and an efficient decision making is done by allotting the administrative authority.
(d) The business processing is simplified by the backbone system that uses IT, and is planned to make the management and business more efficient and rationalize.
E. System to secure propriety of business in corporate group that consists of our company and subsidiaries.
(a) The regulation for the business management of the subsidiaries is enacted together with the exclusive competency post set up, and the umbrella administration is carried out.
(b) Strict guide and supervising toward the subsidiaries is done, by sending the director or the auditor from our company.
(c) The subsidiaries shares information with our company through various conferences and in-house electronic bulletin boards, and operating the execution of the compliance activity and the internal report system.
(d) Our company and the subsidiaries completely intercept the relation to antisocial forces, and for such occasions, approaches for necessary maintenance of the company structure and cooperation with external specialized agencies are carried out.
F. Matter regarding independence from the item about concerned employee and the director of employee when the auditor seek to place the employee that should subserve the duty.
(a) The board of corporate auditors secretariat is established, and the employee who assists the duty as the auditor is arranged.
(b) The board of corporate auditors secretariat member`s personnel affairs are to acquire the agreement of the board of corporate auditors.
G. System for employees and directors to report to auditors
(a) The director and employees report to the auditors about an important matter concerning business.
(b) The auditors attend the Board of Directors` Meeting and the Management Committee.
(c) The internal audit exclusive competency post performs information exchange regularly together with the auditors.
H. System that secures the effective audit by the auditors
(a) The auditors regularly exchange opinions or interview with the President and each general manager, and audit each office and subsidiary.
(b) The auditors regularly hold the skull sessions with Audit Corporation.
Condition of maintenance for the system of risk management
Our company is especially attaching importance to risk management on the character to assume securing of a safe society to be a company's business. The Risk Management Committee is organized based on the Risk Management Regulation enacted in 2002, and the risk management director in charge is assumed to be the chairman. Moreover, the risk management examination organization is enacted in the head office and each office, and it is working on the risk management such as identifying the risk, evaluation, the precaution, and the measures idea as all companies are covering.In addition, the risk examination departmental meeting according to the field put in the Risk Management Committee, risk information on each pertinent field is collected, analyzed, evaluated, and the measure for the risk reduction is examined. To attempt the rapid deployment, the organizational structure is maintained much more in an urgent reporting system when the matter of great importance idea is generated and the installation of the task force.
Regarding compliance, the Compliance Committee that makes the compliance director in charge as chairman is organized and is attempting on compliance. The Compliance Committee works for knowing the compliance consideration toward the director and the employee based on the Compliance Regulation enacted in 2002, and is regularly checking the business activity condition.
For earlier detection and the prevention of the problem in corporate ethics, "ALSOK Hotline" was installed in April, 2004, and when encountering a malfeasance, misbehavior, and an anti-ethical act that the employee lies a company, the system that can internally be informed is constructed without receiving a prejudicial treatment.
Additionally, in September 2004, the Company established an Information Asset Management Committee chaired by the executive officer in charge of information asset management. The purpose of establishing the committee was to respond as swiftly as possible to changes in the regulatory environment, such as the full implementation of the Personal Information Protection Law in April 2005. The committee undertakes such activities as the development of a structure for managing personal, business and other important information in the Company's possession, as well as the promotion of employee education on this topic.
As for the lawsuit, the dispute, and other legal risk, the legal affairs room is enacted and it corresponds while cooperating with each operations division. Moreover, our company is straightening the system to prevent the risk beforehand as adviser contracts with eight law firms are concluded, and advice and guidance such as events concerning an important legal problem and compliance are received properly. The lawyer is made to take part in the corporate governance through the maintenance of compliance looking up at such advice and guidance.
Organization and internal management chart of the company
Our organization of management and other corporate systems work efficiently as the diagram below shows. The organization of management is responsible for decision-making, execution, and supervision of the company.
2 Outside director
5 Internal directors
Total: 7
Compliance Committee
Information Asset Management Committee
Department
Executive Officers
4 Directors and executive officers
19 Executive officers
Total: 23
3 Outside auditors
1 Internal auditor
Total: 4 (Includes two
part-time auditors)
Accounting audits conducted
by Grant Thornton Taiyo ASG
Related Materials
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