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Corporate Governance
Complete Compliance
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Corporate Governance Organization |
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Taiyo Nippon Sanso continues to assess ways to modify its corporate governance system to enhance transparency and suitability to the nature of its businesses. Our management team consists of the Board of Directors, which has 15 members, and the Board of Auditors, comprising four standing corporate auditors. To further ensure objectivity on the full spectrum of management issues and prevent poorly considered decisions, one of the directors on the Board is external. During the period under review, the Board of Directors convened nine times and the attendance rate was 90%. In a process designed to ensure transparency and stringent monitoring, we have also established a Board of Auditors, which includes two independent auditors and is tasked with conducting rigorous internal audits. This Board of Auditors convenes four times annually to hear the results of audits conducted by our independent accountants. They also meet to hear the Auditing Office’s annual internal audit plans and results thereof. |
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Compensation for Directors |
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Compensation for directors and auditors in the period under review was as shown below. Regarding the granting of incentives to directors, we have adopted a scheme using cash dividends per share—a standard for calculating retirement benefits—thereby linking compensation to performance. This system is also designed to ensure directors act in the interest of shareholders by giving them a direct interest in the Company just like shareholders. |
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Compensation for Directors in Fiscal 2010 Breakdown |
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| Compensation to directors |
¥802 million |
| Compensation to corporate auditors |
¥105 million |
| Reference: |
| Compensation for audit certificate |
¥80 million |
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Accountability |
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Taiyo Nippon Sanso recognizes ensuring the timely disclosure of corporate and financial information as a key component of corporate governance and is taking steps to fulfill its obligation to provide adequate explanations to investors as well and to ensure investor feedback is properly communicated to management. In an effort to translate this commitment into action, senior management attend two presentations for analysts and institutional investors annually, where they participate in question-and-answer sessions with participants on such topics as the Company’s performance, forecasts for subsequent periods and the formulation and progress of medium-term management strategies and endeavor to respond in a manner that provides both information and insight. |
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Risk Management and Compliance |
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Taiyo Nippon Sanso has established the Risk Assessment Committee as a risk managing system for the entire company. The committee oversees risk conditions of the group, clarifies the department responsible for each risk category, and constantly reviews appropriate risk management frameworks by verifying specific cases.
In addition, as a company engaged primarily in the provision of high-pressure gases, Taiyo Nippon Sanso recognizes the need to manage risks in four categories: security, safety, quality assurance and the environment. To oversee risk management and address related issues Companywide, we have established the Technology Risk Management Committee.
Even with the best-conceived corporate governance policy, we risk losing public confidence and incurring incalculable damage to the entire Taiyo Nippon Sanso Group and our shareholders without an effective compliance system. Recognizing this, we have published the Taiyo Nippon Sanso Group Code of Conduct, which outlines standards of conduct for all employees to observe in relation to compliance with laws and ordinances, corporate ethics and internal guidelines. To enforce this code, we have also established a Compliance Committee, upon which all internal directors sit, and set up a compliance helpline, thereby enabling employees to promptly report suspected violations and enhancing management awareness. |
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