On May 8, 2017, Calsonic Kansei delisted from the First Section of the Tokyo Stock Exchange. With the objective of realizing speedier decision-making by Calsonic Kansei Corporation, Calsonic Kansei established a corporate governance structure consisting of a Board of Directors, with three directors who concurrently serve as executive officers, and one auditor.
Also, in terms of Calsonic Kansei’s relationship with its controlling shareholder, as a wholly-owned subsidiary of CK Holdings (CKH), an entity wholly owned by Kohlberg Kravis Roberts (KKR), Calsonic Kansei is working to increase the diversity of its Board of Directors membership, under the supervision of the CKH Board of Directors.
The auditor monitors the performance of Directors in carrying out their duties, and also works with the auditors of CKH to audit the execution of business related to all aspects of the Group’s management. In addition, outside auditors conduct accounting audits, in which they verify the appropriateness and legal compliance of accounts and of internal controls related to the accounts from an independent standpoint.
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 through the Internal Control & Risk Management Committee.
By working closely with these committees, we aim to solidify and further enhance our CSR activities.
In Fiscal 2017, 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.
On May 8, 2017, due to a tender offer made for the company, Calsonic Kansei delisted 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|
|Internal Control & Risk Management Committee||Twice a year (joint report)||Executive Vice President, Global Corporate Development Division|
|Compliance Committee||Executive Vice President, Global Corporate Development Division|
|CK-DOA Committee||Executive Vice President, Corporate Planning Division|
|Environmental Management Meeting||Executive Vice President, Global Production Division|
|J-SOX Steering Committee||Senior Vice President, Global Finance Division|
＊As of March 31, 2018