Corporate Governance and Compliance
Corporate Governance and Compliance
Yokohama Rubber Group is making every effort to fortify and improve the support system for corporate governance to be established in order to realize management with transparency and fairness under our Corporate Philosophy. Thereby, this is becoming the management body to maintain our ever evolving corporate value in order for our management to continue to win unshakable credibility.
Corporate Governance Support System
Our support system of corporate governance is on top of various organizations stipulated under Companies Act (General Shareholder's Meeting, Representative Director, Board of Directors, Board of Auditors, and Accounting Auditors). We have also deployed a Corporate Officer System in order to ensure prompt management decision making and execution of work operations by making clear the supervision of our management and execution of work operations. Also, in order to fortify strategizing functions in our top management, we conduct deliberation to understand the current status of various business schemes and business strategies by holding Management Meeting among our Directors as core members. The Chair of the Board Meeting is our Chairman and cannot serve as a Corporate Officer at the same time. Furthermore, at the 138th General Shareholder's Meeting held on March 28, 2014, a proposal was made and approved to select two candidates as External Directors.
At the 16 times Board of Directors’ Meeting for FY2013, 83 proposals were deliberated.
Under our systems, Corporate Auditors can get know the status of our business operations by attending various important meetings or committees such as the Management Meeting. We have three pillars in our auditing system; the audits done by our Corporate Auditors who supervise work execution by our Directors, accounting audits done by our independent accounting auditors as external audits, finally, the audits done by our Internal Audit Department for work operation by our each corporate division and group companies, plus accounting audits. They function by maintaining each other's independency; by establishing the three pillars of the audit system, our Corporate Auditors can fortify the function of Corporate Auditors by obtaining information from our Accounting Auditors and Internal Audit Department in a timely manner.
Also, in order to secure transparency and fairness in appointment and various benefits of our Directors, we determine them at the Board of Directors' Meeting by establishing a Personnel/Remuneration Committee for Corporate Officers and Directors followed by our review. Also, the measurement for critical matters such as conflict of interest will be determined in accordance with the Regulations of our Board of Directors.
Improvement of our Corporate Governance System
We have made resolutions under the "Basic Guidelines for Corporate Governance in Accordance with Companies Act" during our Board of Directors' Meeting in May 2006. Not only do we follow up with their activity status every year, but also we keep making further enhancements such as our review by aiming for clearer description of the "Guidelines of the Elimination of Anti-Social Behavior" in April 2009. Also, to comply with the J-SOX Law effective from the fiscal year of 2008 (evaluation of support system for financial account in accordance with Financial Instruments and Exchange Act), it has been confirmed that our corporate governance system is effective both in internal and external evaluation in the fiscal year of 2013. We will continue to make improvements on this aspect as well in order to maintain our sustainable and effective functions.
Risk Management Support System
In order to strengthen our defense system against various risks in our operating environment, we have established a Risk Management Committee headed by the CSR Department Manager to manage risks in a cross-sectional manner and handle properly anything that may impact our company management greatly. Furthermore, in response to the specific individual risk involving compliance, safety, disasters, information security, and export management, we have established committees and councils including the Corporate Compliance Committee, Central Safety and Health Committee, Central Disaster Prevention Council, CSR Council, Environment Council, Information Security Council, Personal Information Protection Management Committee, and Export Control Committee. We have prepared and developed regulations, guidelines, and manuals for implementing risk management, and we also conduct education and training activities. The status of the activities of each of these committees and councils are reported to the Management Meeting as necessary. Going forward, we will not neglect our daily activities and implement the PDCA cycle by identifying possible risks, considering countermeasures, notifying the parties involved, and conducting verification.
Our Approaches for Corporate Compliance
Our Basic Notion of Corporate Compliance
Our basic notion of Corporate Compliance is "not just to pursue operational profit, but also to enhance our presence as a corporate citizen by respecting social ethics, high credibility, and fair business, while proactively engaging in the environmental protection".
Our Supporting System for Corporate Compliance
We are holding meetings under the "Corporate Compliance Committee" to review and confirm any incidents related to corporate compliance and activities as to its enlightenment four times every year. Our President has been appointed as the Committee Chair and its Secretariat is from our Corporate Compliance Department. If a Director is found to be in serious violation of the law or otherwise involved in a compliance-related incident, it has been insured that the Corporate Compliance Committee and Board of Corporate Auditors will immediately be reported to.
Every division in Yokohama Rubber Group is placed with personnel who belong to the Corporate Compliance Department as well, to continue to share the progress of the activities in internal enlightenment and related information in the workplace. In our domestic and overseas Group Companies as well, we have appointed our managers to facilitate each of them to develop the same level of activities.
Whistle-Blowing System (Corporate Compliance Hotline / General Counseling Room)
The Corporate Compliance Hotline refers to the system to entertain even anonymous whistle-blowing as our Corporate Compliance Department and our external legal office as contact points, being in place in accordance with Whistle-Blower Protection Act. You can find its telephone number, fax number, and e-mail address on "Corporate Compliance Card" to be distributed to all our domestic Yokohama Rubber Group's employees. There were 27 reports in the fiscal year of 2013.
The General Counseling Room is the contact point where all our internal email users can utilize as to any doubt or anxieties at work related to Corporate Compliance. In the fiscal year of 2013, we received 25 cases of questions and concerns for items to confirm or seeking advice.
Whistle-Blowing System (Corporate Compliance Hotline)
Activities on Seminars and Various Enlightenment
We are trying to be effective in order to have our employees equipped with general knowledge as basic knowledge of Corporate Compliance by combining it with special contents they need to take note of at work.
During FY2013, we focused on harassment education covering domestic production offices and compliance education covering domestic subsidiaries.
Seminars Conducted (fiscal year of 2013)
| Name | Number of participants (people) |
|---|---|
| New employee compliance training | 42 |
| Domestic subsidiary compliance training | 394 |
| Education on antimonopoly law for domestic sales companies | 169 |
| Education on antimonopoly law for managers | 102 |
| Pre-departure orientation for overseas dispatch | 85 |
| Harassment education for the Tire Production Division | 346 |
| Compliance education for production offices | 103 |
| Training for newly assigned directors | 4 |
| Grand total | 1,245 |
Privacy Policy for Employees
We strictly manage employees' personal information by obtaining prior consent by quoting the purpose of its usage. We understand the importance of employees' personal information and ensure its proper treatment; we also let our employees know through our internal intranet that we continue to take measures to protect their personal information.
Measurement against any Violations
- No sanctions against Anti-Monopoly Acts have been imposed on our company.
- No sanctions against fraudulent accounting practice, any discrimination or misconducts at workplace have been imposed on our company.
- No sanctions owing to any violation against environmental regulations have been imposed on our company.
- No complaints have been lodged over the loss of our customers' data.
- No law violations with regards to the supply of products, services, and their usages.
- The other following incident also occurred.
Concealment of a work-related accident at a domestic production office
It was determined through a whistleblowing report that a work-related accident at a domestic production office had been concealed and that a report of worker’s death, illness or injury had not been submitted. The supervising labor standard supervision office was promptly notified, instructions for corrective action were received, and improvements were conducted based on these instructions.