Corporate Governance

Basic Concept

Under our Corporate Principles and Business Policy, Techno Associe has an unwavering commitment to contributing to society through fair business practices. We have also formulated the Charter of Corporate Behavior as a set of basic rules for earning the trust and confidence of society.

Guided by a shared awareness of these principles, we have established a framework for decision-making that ensures sound management as well as legal, appropriate, and efficient execution of business. We are also strengthening our system for monitoring and revising the aforementioned framework in an effort to raise corporate value.
Fully aware of our mission in society as a corporate entity, we will contribute to the sustainable development of society. We will do so through ongoing initiatives aimed at protecting the environment and reducing the environmental burden of our business activities.

Corporate Governance System

We believe that the objective and neutral oversight of management is important in corporate governance, and an Board of Coroprate Auditors with the ability to monitor the directors' execution of duties in detail has been established for this purpose. In addition to two In-house Auditors, three Outside Auditors are appointed to oversee management from a more objective perspective through audits by Outside Auditors.
To further strengthen corporate governance, we have appointed two Independent Outside Directors to manage the company from a variety of perspectives. We have also established two Advisory Committee on nominetion and remuneration to ensure transparency and objectivity in management compensation and to ensure accountability. Both Advisory Committee consists of an Independent Outside Director who serves as chairman, and is designed to be made up of more than half Outside Directors. In this way, it provides a system for receiving appropriate advice from these Outside Directors.

The Board of Directors convenes once a month and meets whenever necessary to deliberate and make decisions on matters related to important business plans and sales policies, as well as business reorganization and other matters. For management and business execution decision-making, since Executive Officer meetings attended by Directors, Executive Officers, and Auditors are held prior to the Board of Directors for considering agenda matters, this allows each matter to be thoroughly considered and also achieves an observation function which assures transparency and legality of the decision-making process. In addition, we introduced an Executive Officer System in June 2013, to speed up work execution and strengthen the functions of decision-making, supervision, and business execution.

Corporate Governance System

Board of Directors

Under the supervision of the President, Executive Officers and division managers promptly execute business based on decisions made at the Board of Directors. To ensure checks and balances, our company rules clarify the organizational authority and the persons responsible and set out appropriate business procedures. Once a month, the director of accounting submits a report to the Board of Directors covering matters such as sales, profit, and finances. The board also hears reports from other directors on their respective divisions to ensure that they are meeting their business targets and carrying out necessary actions.

Board of Corporate Auditors

The Board of Corporate Auditors is composed of five members, including three Outside Corporate Auditors, and audits the execution of duties by directors from a multifaceted perspective.
In order to ensure legal and proper management, audits are conducted by Corporate Auditors, the Internal Auditing Department, and Accounting Auditors. In accordance with the auditing policies, plans, and distribution of roles determined by the Board of Corporate Auditors, each Corporate Auditor attends important meetings such as Board of Directors meetings, conducts interviews with Directors, Executive Officers, and the Internal Auditing Department, reviews important approval documents, and conducts visits to major business sites. In addition, they regularly exchange opinions with the representative director and share appropriate information with accounting auditors. They also receive audit reports from other auditors, and regularly report the results of these audits to the Board of Directors.

With regard to internal audits, the Internal Auditing Department makes proposals for improvements to ensure proper and efficient execution of operations through audits of business sites, including those of our group companies. The Internal Auditing Department reports important matters discovered during audits to the Board of Directors and provides guidance and supervision on improvement measures.

Internal Control

The purpose of Techno Associe’s internal control system is to ensure that the business philosophies stated in our Corporate Principles, Business Policy, and Charter of Corporate Behavior are embodied in the actions of all Group employees. We have formulated our Basic Policy for System Building of Internal Control and Internal Control System Implementation Guidelines for the purpose of creating and maintaining our internal control system. We review and improve these guidelines as needed with the goal of carrying out our business in the most lawful and efficient manner possible.

And to secure society’s confidence in our financial reports, we have an internal control committee that manages and supervises the internal control system to ensure it is working effectively.

Information Disclosure

Techno Associe makes it a policy to disclose the company’s financial information in a timely and appropriate manner. This includes information on finances and operating results. We also actively disclose non-financial information, such as information related to governance. We will continue making improvements to our information disclosure, so that it may provide added value to users.

Along with the globalization of our business, english versions of the company website and various reports are drafted in addition to the Japanese versions, translated English versions are prepared for a portion of convocation announcements, and efforts are in progress for the distribution of information in other foreign languages as well.

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