To comply with Japan’s Corporate Governance Code, which went into effect on June 1, 2015, Calsonic Kansei has issued a Corporate Governance Report disclosing its policies related to the following principles and sub-principles: 1.4 Cross-Shareholdings, 1.7 Related Party Transactions, 3.1 Full Disclosure, 4.1.1 Scope and content of matters delegated to management, 4.9 Independence Standards and Qualification of Independent Directors, 4.11.2 Concurrent posts in other companies of directors and statutory auditors, 4.11.3 Analysis and evaluation of effectiveness of the Board of Directors as a whole, 4.14.2 Training policy for directors and statutory auditors, and 5.1 Policies for Constructive Dialogue with Shareholders. We actively incorporate the business management ideals that the Corporate Governance Code demands, and, while pursuing dialogue with stakeholders, strive to realize a sustainable society.
In line with Principle 4.8 Effective Use of Independent Directors (at least two), Calsonic Kansei appointed two independent outside directors at the June 2016 General Meeting of Shareholders, in an effort to ensure diversity among the members of the Board of Directors.
The Board of Directors met 21 times in Fiscal 2016, including extraordinary meetings. The rate of attendance of our outside directors was 100% *, as was the rate of attendance of our outside auditors.
* For outside directors appointed in June 2016, this refers to the rate of attendance after their appointment.
As a company with a board of company auditors, Calsonic Kansei has built a corporate governance structure led by its Board of Directors, auditors, and Board of Auditors.
Board of Directors meetings are called and chaired by the Chairman of the Board of Directors or the President.
There are five directors, two of whom are outside directors. This ensures that diverse viewpoints are incorporated into management decisions and strengthens the mutual-monitoring function among the directors. Our criteria for determining the independence of outside directors conform with the independence standards stipulated in the Company Act and by the Tokyo Stock Exchange.
The auditors conduct a thorough audit of the directors’ performance from a professional perspective. Furthermore, two of the four auditors are outside auditors, to ensure that audits are conducted from a more independent standpoint and to strengthen the auditing function.
The current structure has been chosen because we believe these measures will ensure the effectiveness of our corporate governance.
Corporate Governance Structure
Construction of Internal Control SystemGlobal System
For our internal control systems, to establish a structure that will ensure appropriate business operations, we have established the Calsonic Kansei Basic Policy on Internal Control, along with related company rules and regulations such as the Calsonic Kansei Code of Conduct (Japan version), Regulations for Meetings of the Board of Directors, Regulations on Safety and Health Management, and Regulations for Management of Insider Trading Prevention. We ensure that our board members and employees are thoroughly familiar with these rules and regulations and that the performance of their duties fulfills our company’s social responsibilities.
Additionally, to ensure proper business operations within the Calsonic Kansei Group, we report on certain important issues, carry out discussions, and make decisions based on the clear and transparent Rules of Delegation of Authority established at the global level. These reports, discussions, and decisions are made in committees such as the Global Executive Committee (GEC)*, which consists of company officers and managers of group subsidiaries.
Committees Responsible for Internal ControlGlobal System
The Calsonic Kansei Group has established various types of committees, led by company executives, based on both environmental and social aspects. Each committee deliberates on policies and measures related to risk management, and, in addition to reporting to the executive responsible, regularly submits reports to the Board of Directors t through the Internal Control Committee.
By working closely with these committees, we aim to solidify and further enhance our CSR activities.
In Fiscal 2016, there were no legal violations with respect to the environment, labor, bribery, information security, product safety, or exports. As such, Calsonic Kansei was not subject to any sanctions such as fines.
Furthermore, in the same Fiscal year, we received no complaints about any issues affecting society.In terms of anti-competitive activities, after a determination by the European Commission that there had been an act that violated European competition legislation, a fine of 1,747,000 euros was imposed. We will take further actions such as education and audits to ensure that there is no repeat occurrence,
On May 8, 2017, subsequent to the year of this report, due to a tender offer made for the company, Calsonic Kansei delisted its shares from the First Section of the Tokyo Stock Exchange . Nevertheless, we will continue to work toward appropriate organizational governance and information disclosure under our CSR policy.
|Committee||Reports to the Board of Directors||Title and division of responsible director|
|Risk Management Committee||Twice a year (joint report)||Senior Vice President, Global Corporate Development Division|
|CK-DOA Committee||Executive Vice President and Chief Financial Officer, Corporate Planning Division|
|Information Security Committee||Executive Vice President and Chief Information Officer, Global Corporate Reform Division|
|Compliance Risk Management Committee||Senior Vice President, Global Corporate Development Division|
|Health and Safety Management Committee||Senior Vice President, Global Corporate Development Division|
|Environmental Management Meeting||Executive Vice President, Global Production Division|
|Export Control Committee||Senior Vice President, Global Corporate Development Division|
|J-SOX Steering Committee||Executive Vice President and Chief Financial Officer, Corporate Planning Division|