Article 1
The objectives of this policy shall be to achieve an effective corporate governance as a system for transparent/fair and prompt/bold decision-making that gives due consideration to the situation regarding shareholders / suppliers / employees / local communities (hereinafter referred to as “Stakeholders”), in order to aim for sustainable growth of our company and to improve its medium- and long-term corporate value.
Article 2
Article 3
Article 4
Our company shall treat shareholders equally in accordance to their equity interest, and disclose information in a timely and appropriate manner in order to prevent information gaps from arising.
Article 5
Article 6
Article 7
Our company adopts a defined-benefit corporate pension plan and entrusts the management of the reserved fund to an outside investment institution. Our company shall issue the basic policy regarding the management of the reserved fund and management guideline. Furthermore, we shall monitor the entrusted investment institution’s management performance monthly. When conflicts of interests arise between a beneficiary of the corporate pension plan and our company, we shall manage them in accordance with the “Takihyo Defined-Benefit Corporate Pension Plan Code”.
Article 8
In the event that a problem pertaining to conflict of interest between our company’s officers and major shareholders arises, pursuant to the “Rules of the Board of Directors”, it must be reported to the Board of Directors promptly and approval of the Board of Directors must be obtained.
Article 9
With regard to appropriate cooperation with Stakeholders, respecting their interests, and sound corporate activity, our company shall, on the basis of its management philosophy/management principles, separately stipulate and disclose ethical guidelines/rules of conduct, etc. with which our directors, executive officers, employees, etc. must comply.
Article 10
Our company shall recruit diverse human resources regardless of gender/nationality/age, develop them and secure opportunities for them to use their skills, on the basis of an awareness that leveraging diverse viewpoints and sets of values is necessary for sustainable growth and the improvement of the medium- and long-term corporate value.
Article 11
Article 12
In order to achieve sustainable growth and the improvement of medium- and long-term corporate value, our company shall respect the interests of various Stakeholders, give appropriate consideration to the sustainability of the environment and society, and contribute to it actively, in all processes pertaining to our company’s business activity.
Article 13
Our company shall pass resolutions on and disclose “Basic Policy Regarding Corporate Governance” (hereinafter referred to as “this Basic Policy”) through meetings of the Board of Directors. Furthermore, in the event that this Basic Policy is revised, the details shall be disclosed in a timely and appropriate manner.
Article 14
Pursuant to the Companies Act and other laws, the Board of Directors shall decide our company’s policies regarding risk management, internal control systems, legal compliance, etc. for our company and for the corporate group that includes our company, and shall disclose them in a timely and appropriate manner.
Article 15
In accordance with the Companies Act, with the Financial Instruments and Exchange Act, with other laws and with the regulations of securities exchanges, the Board of Directors shall disclose matters regarding management principles, business plans, finance and the execution of business in a timely and appropriate manner.
Article 16
Article 17
Article 18
Article 19
Article 20
Article 21
Article 22
Article 23
Article 24
Article 25
The nomination advisory committee shall examine the details of agenda items of general meetings of shareholders regarding the appointment of directors before such agenda items are decided on, and shall advise the Board of Directors. Furthermore, it shall advise the Board of Directors with regard to the details pertaining to Independence Standards.
Article 26
The remuneration advisory committee shall examine the details of policy regarding the remuneration, etc. of directors (excluding the directors acting as the Audit & Supervisory Committee members) and of individual remuneration, etc., and shall advise the Board of Directors.
Article 27
When the president (CEO) retires, the Board of Directors shall decide on candidates to be the successor to the president (CEO) on the basis of the opinions of the nomination advisory committee.
Article 28
Article 29
Article 30
Article 31
Article 32
The Board of Directors shall analyze and assess the effectiveness of the Board of Directors as a whole every year on the basis of self-assessments by each director, and disclose a summary of the results in a timely and appropriate manner.
Article 33
Article 34
Article 35
Established on November 20, 2015
Revised on May 27, 2020
Our company is constantly striving to achieve effective corporate governance, and is continuously working towards the fulfillment of same.
Our company has adopted an Audit & Supervisory Committee in order to further improve the supervisory function of Board of Directors, enhance its deliberation and expedite its management decision-making.
We are working toward the enhancement of corporate governance mainly from the following viewpoints.