See the following for more detailed information on Zeon's Corporate Governance Basic Policy and its implementation.
Zeon Corporation aims to increase profits and enhance corporate value on an ongoing basis while respecting and balancing the various interests of its shareholders and other diverse stakeholders. To this end, we are continuing efforts to establish a system that enables efficient and sound corporate management through corporate governance.
Putting in place a corporate governance system allows us to clarify the functions and roles of each organizational entity within the company and to carry out rapid decision-making and execution. We are also improving corporate transparency through appropriate monitoring and disclosure of business activities and their effects.
Board of Directors
The Board of Directors meets, in principle, every month with Audit & Supervisory members in attendance to ensure compliance with applicable laws and the Articles of Incorporation in the execution of business.
In addition to its statutory duties, the role of the Board of Directors is to make important decisions about basic management policy, strategy, and other aspects of business execution. As of July 2022, the Board of Directors consists of nine directors, including three outside directors.
The Executive Committee, in accordance with the Executive Committee Rules, comprises the President and executive officers ranked senior corporate officer and above, meets twice a month in principle to examine and make decisions on important business matters after due deliberation involving consultation with attending fulltime Audit & Supervisory Board members. Important business matters stipulated in the Board of Director Rules are examined and decided by the Board of Directors.
Audit & Supervisory Board
The Audit & Supervisory Board comprises five members, including three external members. The Board reports, discusses, and adopts resolutions on important business matters. In accordance with the auditing guidelines established by the Audit & Supervisory Board, each member audits directors’ execution of their duties through various means, such as attending Board of Directors meetings and monitoring business operations, including at subsidiaries’ operations.
Director and Officer Nomination and Compensation Committee
The Director and Officer Nomination and Compensation Committee is placed with the Board of Directors as an advisory organ for the purpose of strengthening the objectivity and transparency of the functions of the Board of Directors related to nominating directors and officers and deciding their compensation. The committee comprises four members, of which three are independent outside directors.
The Risk Management Committee leads Zeon’s risk management. Activities to prevent law violations and to comply with laws and regulations are conducted under the Compliance Committee.
- Risk Management Committee
Prevention and control of risks
- Compliance Committee
Prevention of law violations
Education and training in compliance with laws
- Information Management Committee
Appropriate management of information
Internal Reporting System
Zeon established its Internal Reporting System to quickly collect information on potential risks and facilitate their appropriate resolution. Per the rules on reporting risk-related information, reports can be made not only to one’s supervisor or the Risk Management Committee directly, but also by calling the Compliance Hotline (A to C below), which connects the caller to an external lawyer.
The Risk Management Committee conducts an investigation into the reported details and facilitates appropriate resolutions, including instructing internal organizations to institute measures based on the outcomes of their investigations.
The Compliance Committee advances Zeon’s compliance efforts. The Compliance Committee has three subcommittees, namely the Anti-trust Law Regulatory Subcommittee, the Export Security Control Subcommittee, and the Corporate Governance Subcommittee.
- Anti-trust Law Regulatory Subcommittee
Prevention of violations of the Anti-trust Law
- Export Security Control Subcommittee
Proper security export control
- Corporate Governance Subcommittee
Reliability in financial reporting
The Sustainability Report provides more detailed information.