Corporate Governance
We at the VALTES Group are a business that seeks at all times to enhance our corporate governance system to better contribute to society as a total support company for quality improvements, thereby continuously raising our corporate value.
Outline of Corporate Governance Structure
Board of Directors
The Board of Directors consists of seven directors, including five outside directors (three of whom are audit committee members), holding regular monthly meetings and extraordinary meetings as necessary. In accordance with the relevant laws, regulations, Articles of Incorporation, and Board of Directors Regulations, the Board is tasked with making important business decisions in a rational and efficient manner, and overseeing the execution of director duties.
Audit and Supervisory Committee
The Audit Committee consists of three part-time Audit Committee members, all of whom are outside directors. The Audit Committee holds regular monthly meetings and extraordinary meetings as necessary for the purpose of conducting fair and objective audits aimed at promoting the sound development of the Company and enhancing public trust. It is tasked with making various resolutions on important matters and reporting on the progress of operations in accordance with relevant laws and regulations, the Articles of Incorporation, and Audit Committee Regulations. The Audit Committee members conduct audits and supervision utilizing an internal control system, and can freely express their views on execution of duties by directors as they deem appropriate. Moreover, the Committee cooperates with the Internal Audit Office in collecting necessary information and conducting investigations, while the Internal Audit Office reports on the collected information and results of investigations to the Audit Committee to ensure the effectiveness of audits.
Management Meetings
The Management Committee deliberates on matters to be resolved by the Board of Directors in advance of meetings to facilitate an efficient decision-making process to business operations and the meetings of the Board of Directors. It consists of representative directors, executive directors, and those appointed by representative directors, meeting principally once a month. The Committee also reports on operations in line with management policies, collects important information related to operations, shares information among divisions, and discusses business plans, policies and division-specific issues that may require cross-organizational examination.
Audit Committee Office
With no full-time Audit Committee member appointed to the Audit Committee, the Company has established the Audit Committee Office and staffed it with employees to assist the Audit Committee in executing its duties. Additionally, transfers, evaluations, etc. of employees of the Audit Committee Office are made to reflect the views of the Committee, to better ensure independence from directors (excluding those who are Audit Committee members).
Internal Audit Office
The Company has established an Internal Audit Office under the direct control of the President and Representative Director tasked with formulating audit plans for the fiscal year, checking business progress of the plans by internal department, and conducting internal audits on legal compliance and appropriateness with respect to laws, the Articles of Incorporation, and internal regulations. Audit results are then reported to the President and Representative Director and to the Audit Committee, with the relevant departments instructed to make improvements based on the findings.
Compliance Committee
The Company has established Compliance Management Regulations and a Compliance Committee chaired by the Representative Director, reporting directly to the Board of Directors with the aim of ensuring thorough compliance and enhancement of the Company’s social credibility. The committee is responsible for submitting proposals to the Board of Directors regarding the establishment, revision, or abolition of compliance rules, and preparing guidelines, manuals, and other documents necessary to implement compliance rules, as well as planning, managing, implementing, and reviewing company-wide compliance education.
Information Security Committee
The Information Security Committee has been established to ensure appropriate operation and management of the Information Security Management System (ISMS). It is chaired by the representative director and consists of members selected from each division and subsidiary division, as well as the executive director and administrative staff. The Committee is tasked with formulating plans for the efficient and appropriate operation of information security measures and systems within the VALTES Group. It conducts implementation evaluations and proposes improvements, while also conducting various educational activities on the importance of information security to raise groupwide awareness of information security.
Sustainability Committee
The Sustainability Committee has been established to carry out in-depth discussions and monitoring of sustainability-related policies, strategies, and measures. It is chaired by the representative director and consists of a director in charge of management, executive directors, including from subsidiaries, and other administrative staff. The committee is tasked with scrutinizing management policies and plans from the perspective of sustainability from which to formulate sustainability targets and action plans and measures, and supervise their implementation.
Organization chart
