Our Idea of Corporate Governance
Our framework to maintain sound business activities for all other stakeholders to achieve sound growth by responding promptly and accurately to changes in the operating environment.
Our Group aspires to be a valuable contributor to all kinds of our stakeholders in the society, including the shareholders, the employees, the business partners and others, by promptly and appropriately responding to the changes in the business environment and continuing operational activities which enable the Group to achieve a sound growth.
For this purpose, the Group has placed the greatest importance on enhancement of corporate governance, and in particular, "fully cultivating compliance mind", "enhancing risk management" and "conducting timely disclosure" as three key initiatives. Furthermore, the Group is determined to make efforts in a unified manner, from the top management down to each employee of the Group companies, led by the Board of Directors, to develop an internal control system as required by the Companies Act and the Financial Instruments and Exchange Act, as well as to set up a system which is credible to investors, as a financial instruments business operator.
Basic Policy on Corporate Governance
In order to respond to the Tokyo Stock Exchange's "Corporate Governance Code", we have established a "Basic Policy". For more details, please refer to the "Basic Policy on Corporate Governance".
(Last update: March 1, 2019)
Diagram of Corporate Governance System
Measures to maintain business activities which achieve sound growth
The Tosei Group aspires to become a group of companies that make a meaningful contribution to their shareholders, employees, business partners, and other stakeholders by promptly and accurately responding to changes in the management environment and continually carrying out business activities that enable the Group to achieve sound growth.
Management Oversight System-supervising the execution of director's duties
|Appoint of multiple outside directors||2 Independent Director|
|A Company with Audit & Supervisory Board||4 auditors
(2 full time, 2 part time auditors. All from outside the Company and independent directors)
|Audit Corporation||Shinsoh Audit Corporation|
Measures which Provide a Platform for Basis of Business Activities-with an aim for sound growth
|Operation of the Meetings of Board of Directors||The Board of Directors is constituted by Seven directors, two of whom are outside directors. Based on the regulations of the Board of Directors, the directors hold regular meetings every month, and extraordinary meetings are held as necessary. As the highest management decision-making body, the Board of Directors makes resolutions on management policies and material issues and also supervises the execution of duties by the directors. In addition, the outside directors (the independent directors), by sharing their opinions from their objective standpoint, provide advices and suggestions to ensure the adequateness and appropriateness of the decisions made by the Board of Directors.|
|Nominating and Compensation Advisory Committee||The Company established the Nominating and Compensation Advisory Committee voluntarily as a consultative body to the Board of Directors to ensure appropriateness and transparency in such matters as the process of selecting candidates in connection with director election proposals submitted to the general meeting of shareholders and resolutions of the Board of Directors relating to allocation of remuneration, etc. to individual directors. The constituent members of the committee include a representative director (one person), a full-time director (one person), outside director(s) (independent director(s), one person or more), and a full-time audit & supervisory board member (outside audit & supervisory board member, one person). An outside director who is a committee member will assume the office of the chair of committee. The Board of Directors will continue to fulfill its mandate from the Company's shareholders and investors by respecting the recommendations of the committee to the maximum extent and developing an appropriate governance system.|
|Audits Performed by Audit & Supervisory Board Members||The Company has adopted the Audit & Supervisory Board Member system and has the Audit & Supervisory Board with two full-time and two part-time Audit & Supervisory Board Members. All of these four persons fall under the definition of outside Audit & Supervisory Board Members as stipulated in Article 2, Item 16 of the Companies Act. The meetings of the Audit & Supervisory Board are held once a month as a general rule, and the matters of concern are discussed and resolved at such meeting. The activities conducted by the full-time Audit & Supervisory Board Members are also reported to the part-time Audit & Supervisory Board Members so that the information is commonly shared by all the Audit & Supervisory Board Members. The Audit & Supervisory Board Members also attend the meeting of the Board of Directors, the Pre-Board meeting discussion where matters to be resolved at the board meetings are confirmed in advance, as well as the management meeting, which serves as a consultative body for the matters to be approved by CEO.
The auditing activities by the Audit & Supervisory Board Members are performed in accordance with an annual audit plan. By cooperating with the accounting auditors as well as with the Audit Department, the Company has developed an efficient and viable auditing system. Furthermore, the full-time Audit & Supervisory Board Members regularly meet with each of the directors and officers in charge of each department, so as to fully understand the status of the business execution.
Such activities conducted by the Audit & Supervisory Board Members have worked effectively as an auditing function for the Company’s business management and have delivered positive effects to the Company.
|Executive Officer System||The Company has adopted the executive officer system in order to more clearly segregate the monitoring/supervision of the Company's business management, which is the duty and responsibility of the directors, from the execution of the business. The executive officers are appointed at the board meetings and the representative director and president has assumed the position of the chief executive officer.
All of the Company's executive officers adhere to its internal rules and regulations as well as to the resolutions of the Board of Directors in executing and controlling the business operations of the Company. In addition, CEO holds the management meetings twice a month as a general rule to seek for consultations on the material issues to be decided by him, and to discuss the matters to be resolved at the board meetings in advance.
Three Important Items in Corporate Governance. Group-wide Promotion of three Committees
To continue our Group operational activities, we have placed the greatest importance on enhancement of corporate governance, and in particular, "fully cultivating compliance mind", "enhancing risk management" and "conducting timely disclosure" as three key initiatives. Furthermore, the Group is determined to make efforts in a unified manner, from the top management down to each employee of the Group companies, led by the Board of Directors, to develop an internal control system as required by the Companies Act and the Financial Instruments and Exchange Act, as well as to set up a system which is credible to investors, as a financial instruments business operator.
|Compliance||We place compliance at the top of our agenda and raise awareness of it from top management to all employees of the Group companies through the edification of workshops, morning gatherings and mail magazines|
|Risk Management||Assuming every possible risk, we prepare and practice emergency responses under normal conditions with a special focus on eliminating relationships with anti-social forces.|
|Information Disclosure||We practice disclosure and communication appropriately and on a timely basis to all stakeholders including shareholders.
Efforts for Internal Control System
Tosei formulated a basic policy on an internal control system, aiming to construct the internal control system pursuant to the Company Law and the financial Instruments and Exchange Act, to build a trustworthy structure for our shareholders as a financial instrument operator. Every fiscal year, Tosei compiles information on measures we developed, managed and newly implemented and reports to stakeholders.
Reasons for Adopting the Current Corporate Governance System
The Company has set up the Board of Directors and the Audit & Supervisory Board. While
18 appointing from outside its outside directors and all of its Audit & Supervisory Board Members, it has also adopted an executive officer system, for the purpose of operating its businesses with high transparency.
All of the Audit & Supervisory Board Members of the Company have been outside Audit & Supervisory Board Members since the time of listing. The Audit & Supervisory Board Members have always performed audits of the business management of the Company from the viewpoints of ensuring and increasing the Company's corporate value and the common interests of its shareholders. The Company further enhances its supervisory function over its management by inviting outside directors to the Board of Directors. On the management side, the Company has employed the executive officer system so as to achieve optimal distribution of decision-making functions and operational duties, as well as encouraging the delegation of authority in executing the businesses, in an attempt to strengthen its corporate governance.
As stated above, the management of the Company and the current system of monitoring and supervision over the management is adequately functioning, and the Company continues to maintain the system currently in place.
Corporate Governance Report
Please refer to the company's Corporate Governance Report, for more information on our corporate governance. (Last update: May 27, 2019)
To fulfill our corporate social responsibility, we consistently value a law-abiding spirit when pursuing the Group's Corporate Philosophy, and conduct our business activities in adherence with the principles below:
- 1.Integrity and customer focus
We constantly maintain a sense of humility and integrity in our business activities, acting from the perspective of customers and working to ensure the safety and security of the products and services we provide.
- 2.Prompt and appropriate information disclosure
We promptly and appropriately disclose the information necessary to retain a fair evaluation and understanding from investors and society.
- 3.Fair and transparent decision-making
We make decisions based on appropriate and accountable grounds, in compliance with laws and regulations and internal rules.
- 4.Strict compliance with all laws and regulations, and fair trade practices
We understand the intent and purpose of laws and regulations in domestic and global contexts, and will never engage in transactions that are illegal or otherwise in violation.
- 5.Rejection of relations with anti-social forces
We will reject all ties with antisocial forces and will act resolutely as an organization in dealing with problems and other incidents involving them.
- 6.Protection of confidential information
We will protect and strictly manage all important business information, personal information of customers, information of business partners, and other confidential information.
- 7.Establishment of sound operating environment
We will constantly strive to establish a sound operating environment that always respects human rights, without discrimination or abuse, and will aim for the sound development of our human resources.
- 8.Consideration for the environment
We will remain constantly aware of the importance of environmental issues, and will seek to reduce the environmental footprint of our corporate activities.
- 9.Social contribution
We will remain committed to our CSR activities as a good corporate citizen.
- 10.Senior management commitment
Our senior management will take a leading role in dealing with any violations of these principles, working to investigate the cause and prevent a recurrence. They will fulfill their responsibility to explain to the market and society, including making timely and appropriate information disclosures, and deal fairly and strictly with the offenders, including themselves.