Basic Stance on Corporate Governance
The Asahi Diamond Group considers the effective enforcement of our corporate governance policies an important management issue. Establishing a structure that enables this enforcement is crucial for us to, in accordance with our Corporate Philosophy and Action Charter, achieve sustainable growth and enhance our corporate value in the medium to long term. Based on the Corporate Governance Basic Policy, we have made efforts to establish such a structure.
Corporate Governance Basic Policy
1.Securing the rights and ensuring the equal treatment of shareholders
We make efforts to ensure that the rights of shareholders are effectively secured. In addition, we will establish an environment where shareholders can appropriately exercise their rights, such as the exercise of their voting rights. We will also make every effort to ensure that all shareholders are treated equally in practice.
2.Cooperation with other stakeholders (aside from shareholders) in an appropriate manner
The Company recognizes that sustainable growth and enhanced corporate value in the medium to long term results from cooperation with a variety of stakeholders in an appropriate manner. Therefore, in accordance with our Corporate Philosophy and Action Charter, we will carry out our operations while carefully considering how they may affect our stakeholders.
3.Ensuring appropriate disclosure of information and transparency
The Company’s financial and non-financial information are appropriately disclosed in accordance with legal requirements. In addition, we will actively carry out the voluntary provision of other information not required by law. Furthermore, we will take steps to ensure that we disclose and provide information accurately and lucidly.
4.Responsibilities and Obligations of the Board of Directors, etc.
The Board of Directors has a responsibility to shareholders as a trustee, as well as an obligation to provide explanations. Accordingly, they will fulfill their roles and responsibilities duly, in order for the Company to achieve sustainable growth and enhance its corporate value in the medium to long term. In addition, the Audit & Supervisory Board Members and the Audit & Supervisory Board have a responsibility to shareholders as trustees. Accordingly, they will fulfill their roles and responsibilities duly, by making judgments from an independent and objective standpoint.
5.Dialogue with shareholders, etc.
In addition to building up good relationships with investors, including shareholders, the Company engages in constructive dialogues with them, with the aim of achieving sustainable growth and enhancing our corporate value in the medium to long term. The opinions and concerns of shareholders gathered from these dialogues will be taken into consideration and reflected in the management of the Company.
Overview of Corporate Governance Structure
Board of Director and Executive Council
The Company’s Board of Directors meets regularly, and also holds ad hoc meetings when necessary. The Board makes important management decisions and supervises business execution. A meeting of the Executive Council, which is attended by the Company’s Directors, Executive Officers and President Directors of Company subsidiaries in Japan, is herd after each Board meeting to ensure that decision-making matters are extensively communicated throughout the Company.
Audit & Supervisory
The Company adopts an Audit & Supervisory Board Member system. The Company’s Audit & Supervisory Board meets regularly, and Audit & Supervisory Board Members also attend meetings of the Board of Directors and the Executive Council, duties by Directors. The Audit & Supervisory Board Office operates independently of management under the Audit & Supervisory Board. In addition to ensuring legal compliance, the Audit & Supervisory Board Office is responsible for assisting the Audit & Supervisory Board in its duties, which include auditing of the design and operation of the Company’s internal control, corporate governance, and risk management system.
Executive Office System
The Company adopts an Executive Officer system. The system clarifies the separation of roles between management and job execution and speeds up business processes by ensuring the appropriate execution of duties.
Internal Control System
The Company has an internal Control Committee, which is chaired by Asahi Diamond’s president and representative director. In accordance with laws and regulations and the Company’s Articles of Incorporation, the Committee supervises the activities of subcommittees: the Information Disclosure Committee, Compliance Committee, Internal Audit Committee, and the Privacy Data Protection Committee. We have also established an Internal Reporting System and have a helpline both inside and outside the Company. In accordance with the internal auditing provisions, the Internal Audit Committee is tasked with carrying out activities related to the establishment, design, assessment, and improvement of the Company’s internal control system. The Internal Audit Committee submits reports to the Internal Control Committee when problems are identified.
In accordance with the internal auditing provisions, the Internal Audit Committee conducts internal audits in addition to assessment of the internal control system. Independent Accounting Auditors and the Internal Audit Committee explain auditing policy and auditing plans to the Audit & Supervisory Board and give the Board reports on the results of audits. This close interaction also includes exchanging opinions on issues and being in attendance when audits are taking place.
Internal Audits and Audits by Audit & Supervisory Board Memebers
Basic approach to eliminating antisocial forces and its development
Our Action Charter on our website calls for the complete barring of any relationships with antisocial forces, which pose a threat to the order of civil society and security. Our relevant sections conduct coordinated operations in close cooperation with the police and other outside specialized organizations.