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Corporate Governance and Internal Controls

Basic Policy of Corporate Governance

The company focuses on increasing profits and consistently enhancing corporate value while balancing the various interests of its shareholders and other diverse stakeholders. To this end, we have been working to establish a system that supports efficient and sound corporate management through corporate governance.
By putting into place our corporate governance system, we are clarifying the functions and roles of each organizational entity within the company and facilitating quick decision-making and implementation. We are also accurately monitoring the status and results of our activities and disclosing information to improve business transparency.
We are determined to further enhance our corporate governance system to effectively carry out these functions.
 
The components of our corporate governance structure are summarized below.
 
Governance System

Governance System


Board of Directors
  Board of Directors meetings are, in principle, held every month with the attendance of corporate auditors to ensure the directors act in compliance with applicable laws and the articles of incorporation in the execution of the company’s businesses. The Board of Directors primarily makes decisions about basic management policy, strategies and other key aspects of business execution, including directors’ duties as stipulated by laws and regulations. An outside director was appointed to the Board of Directors at the June 2011 shareholders’ meeting.
Executive Committee
  This committee is composed of the President and directors serving as corporate executive officers at managing-director grade or above as well as other members separately nominated by the President in accordance with the rules for the Executive Committee. The committee meets, in principle, twice a month and deliberates and decides on matters including consultation with corporate auditors in attendance. Of the agenda items discussed and determined by the committee, key items as stipulated in the regulations for the Board of Directors are taken up by the board for further discussion and deliberation.
Board of Corporate Auditors
  The Board of Corporate Auditors is composed of five members, including three outside corporate auditors. The board meets quarterly, in principle, to report, discuss and resolve important issues related to corporate audits. In accordance with the auditing policy set by the Board of Corporate Auditors, each member audits directors’ execution of duties through various means, such as attending meetings of the Board of Directors and monitoring the status of company business operations, including subsidiaries.


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