To ensure that business is conducted properly, Unipres Corporation established an Internal Control Committee chaired by the president in 2006. To promote the centralized implementation of the internal control system, three subcommittees–Risk Management, Financial Information Disclosure, and Compliance–have been set up under the Internal Control Committee, and activities are being undertaken to ensure that business is conducted properly.
By promoting activities throughout the company based on our management philosophy and standards of corporate behavior and strengthening the management system on a global level, Unipres Corporation is fulfilling its social responsibility as a corporation.
System of Corporate Governance
The following management structure serves as the Company’s system of corporate governance.
- The board of directors has been established as the decision-making body for important matters related to the execution of business by the company and as a supervisory body to oversee the execution of duties by directors, and with the aim of enhancing transparency in the management process to further strengthen corporate governance, more than one outside director is appointed.
- The audit and supervisory committee has been established as an independent body to audit the execution of duties by directors.
- Executive officers are appointed for the purpose of the efficient execution of business in individual fields of business.
- The executive committee, composed of executive officers, has been established to confirm the policy concerning the execution of business based on the decision made by the board of directors and to check the progress of the execution of business. Its meetings are attended by directors who are full-time members of the audit and supervisory committee.
- For the purpose of enhancing internal control, the Internal Control Committee, chaired by the President, has been established, together with three subcommittees: Risk Management, Financial Information Disclosure, and Compliance.
- The Unipres Corporation Code of Conduct has been laid down and made known to all employees for the purpose of ensuring thorough adherence to corporate ethics.
- In order to obtain compliance-related information, an internal whistle-blowing system is instituted and Unipres Hotline is established as a point of contact.
- The appointment of candidates for directors who are not members of the Audit and Supervisory Committee is decided by the Board of Directors after receiving opinions from the Audit and Supervisory Committee. The appointment of candidates for directors who are members of the Audit and Supervisory Committee is decided by the Board of Directors with the consent of the Audit and Supervisory Committee.
- To the extent of the total amount of remuneration resolved by the shareholders’ meeting, President and Representative Director explains the structure of the directors’ remuneration and the individual remuneration calculated in accordance to it to the Audit and Supervisory Committee. By receiving the opinion of the Audit and Supervisory Committee that has spent an adequate time of consideration, the remuneration of directors who are not members of the Audit and Supervisory Committee is decided when the resolution left along to the board of directors is made for President and Representative Director’s remuneration proposal that takes account of the opinion of the Audit and Supervisory Committee. The remuneration of directors who are members of the audit and supervisory committee is decided by discussion among directors who are members of the audit and supervisory committee to the extent of the total amount of remuneration decided at the Shareholders’ Meeting.
- Each director (excluding directors who are executive directors or the like) enters into an agreement to limit the liability for damages that is mentioned in paragraph 1 of Article 423 of the Companies Act pursuant to the provision of paragraph 1 of Article 427 of the same. Note that the limit of liability under said agreement shall be the minimum amount set forth in paragraph 1 of Article 425 of the same.
- Deloitte Touche Tohmatsu LLC has been appointed accounting auditor , creating an environment in which auditing can be conducted from a fair and impartial perspective.
To promote risk management throughout the company, we have established a risk management subcommittee. The subcommittee controls overall risk management activities such as the improvement of risk management programs and the establishment of inter-departmental risk solutions.
Information security system
Unipres recognizes its social obligation to take comprehensive and effective measures to minimize the risk of information being compromised in any way, and to manage and use our information assets safely. Therefore, in order to maintain information security properly, we have formulated an Information Security Policy, and we are working to improve the management of confidential information by establishing an information security system based on this policy.
To counter risks related to possible large-scale natural disasters, we 1) conduct seismic retrofitting, 2) stock disaster recovery goods, and 3) maintain a BCP; we work to ensure that post-disaster damage to our businesses is kept to a minimum.
Under our management philosophy, “Perfecting Machine Press Technologies: Going a Step Beyond,” we at Unipres will continue to operate with trusted from society. In order to realize this management philosophy, we are consolidating our "heart of craftsmanship," and believe it is essential to follow the all national and international laws and regulations and internal regulations, and to fulfill our corporate social responsibility. Based on this belief, we work to promote compliance throughout the company.
In order to accomplish this, we have established compliance subcommittees to improve related programs and to control our compliance activities.
Compliance self-check (e-learning)
In an effort to improve compliance awareness throughout the company, we have provided e-learning-based compliance education programs with both in-country employees and dispatched employees on an annual basis since FY2012.