Corporate governance

Corporate governance policy

With a basic CSR policy of "striving to contribute to sustainable development of society and the Earth through sound corporate activities," we are managing our company in a way that enjoys extensive trust of society by establishing and maintaining an organization capable of responding swiftly to changes in business environments and a fair and transparent management system.

As common values and codes of conduct to be followed by all employees of the Aichi Steel Group, we are committed to adopting the Aichi Way as a spiritual guide to achieving Our Vision.

Corporate governance guidelines

We have published two codes of conduct for our directors and employees: the “Action Guidebook for Directors,” and the “Aichi Steel Group Action Guidelines for Employees.” These codes are distributed to all of our directors and employees, and are used in related training to freshman employees and those promoted to new job levels. We review and revise these booklets as needed to match changes in the law and in social trends.
A CSR card that employees can carry with them is also distributed to all employees as part of our efforts to ensure employees remain aware of our Code of Conduct.

Adoption of in-house company system

We have adopted an in-house company system comprising our Hagane Company, Kitaeru Company, and Smart Company to make operational decision-making faster and create more competitive businesses. Each company also has its own president and business management division to responsibly drive each business.

We have established a Corporate Office with three separate headquarters as well to provide groupwide support and checks and balances for each company.

Compliance with the Corporate Governance Code

We fully comply with the Corporate Governance Code, and submit a corporate governance report regarding disclosure to the Tokyo Stock Exchange. We review our compliance status once a year and make amendments or changes as required.(We made changes in November 2017.)

We are also currently responding to the June 2018 revision of Japan’s Corporate Governance Code. We will continue with efforts to strengthen and expand corporate governance, and observe the content of the code.

Internal control system

In line with the Internal Control System Basic Policy, we develop and properly operate systems to ensure the appropriateness of our operations.

We review the basic policy annually to determine if any revisions or changes are required. We also check operational status, report to the Board of Directors, and make disclosures in our business report.

In the April 2018 review, we reflected changes in internal systems through revisions to this basic policy.

Status of the Board of Directors and the Audit & Supervisory Board

The Board of Directors, comprising Directors appointed by shareholders, makes decisions regarding material matters affecting the Company through discussion and mutual supervision regarding such aspects as necessity, legality, and efficiency. Auditors and the Audit & Supervisory Board examine these decisions for legal violations and other compliance matters. 
Several outside directors are appointed to the Board in order to strengthen corporate governance.

2013 2014 2015 2016 2017
Directors 13 13 13 15 15
Outside Directors 0 0 1 2
(including
 1 female)
2
(including
 1 female)

Attendance rates in fiscal 2017

No. of
Meetings
Director
attendance rate
Auditor
attendance rate
Inside
directors
Outside
directors
Standing
members
Outside
members
Board of
Directors
13 99.0% 80.7% 100% 90%
Audit &
Supervisory Board
12 - 100% 94%

Corporate governance system

The Board of Directors, comprising Directors appointed by shareholders, makes decisions regarding material matters affecting the Company through discussion and mutual supervision regarding such aspects as necessity, legality, and efficiency. Auditors and the Audit & Supervisory Board examine these decisions for legal violations and other compliance matters.

Corporate governance system diagram