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.

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 Steel Company, Forging Company and Smart Company to make decision-making faster, improve operational efficiency and increase profitability of each business. Each company also has its own president and Business Management Div. 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 have fully complied with the Corporate Governance Code, submitting a corporate governance report regarding disclosure to the Tokyo Stock Exchange in December 2015. We will continue with efforts to strengthen and expand corporate governance, and observe the content of the code.

Internal control system

The Internal Control System Basic Policy is reviewed annually to determine if any revisions are required. The operational status is reported to the Board of Directors, and disclosure made in the business report. In response to changes in the Companies Act, in April 2015 a resolution was passed to revise the policy, and its contents disclosed. Also in April 2015, we introduced a new Board of Directors system, aimed at further separating and strengthening management decision-making by the Board, and supervisory and business execution functions. Further, at the general meeting of shareholders held in June 2016, the Company completed implementation of a system of multiple outside directors, further strengthening corporate governance.

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.

20122013201420152016
Directors2013131315
Outside Directors00012
(including 1 female)

Attendance rates in fiscal 2016

No. of
Meetings
Director
attendance
rate
Auditor attendance rate
Standing
members
Outside
members
Board of
Directors
14 95.1% 100% 93%
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 schematic diagram

Corporate governance system schematic diagram