We aim to improve corporate value through sustainable and stable growth based on our management philosophy of “based on a spirit of empathy and sincerity, we, the members of the Nitta Gelatin Family, are dedicated to the development of our business and contributions to the global community. We will lead prosperous and fulfilling lives through our competence and utmost efforts” as set forth in our corporate philosophy as the foundation of our business activities.
It is therefore imperative that each and every director, executive officer, and employee of the Group is a person trusted by all stakeholders; whether they are shareholders, customers, business partners, or the communities and societies at large. To achieve this, we recognize that nothing is more important than to strengthen and enhance our corporate governance, ensure the transparency of our management, and raise our business efficiency.
Nitta Gelatin employs a system of Audit & Supervisory Board whereby the Audit & Supervisory Board Members perform the function of providing the Company’s management with oversight. In addition to this, we have introduced an executive officer system in order to establish a framework that separates the supervision and oversight of management from its execution, with an eye on raising management efficiency. Nitta Gelatin’s Board of Directors meets at least once a month in its role as the Company’s highest authority regarding management decisions, to formulate management guidelines, propose management strategies, resolve matters prescribed by laws and regulations and in the Company’s Articles of Incorporation, and deal with important issues regarding business operations. The Board of Directors, moreover, supervises and monitors the conduct of the executive officers to ensure that its management guidelines and strategies are followed.
A Board of Executive Officers meets once a month to discuss matters of importance related to the Company’s business execution. In addition, a Strategy Committee meets once a month to discuss individual issues of particular importance to the Company and offer their support to enable the Representative Director and President and Board of Directors to make decisions promptly. In addition, a Compliance and Risk Management Committee meets to work on maintaining and improving the effectiveness of compliance and risk management, as well as assessing the status of compliance and risk management and to discuss how to deal with issues when they occur.
In addition, we have established a Nomination Advisory Committee and a Remuneration Advisory Committee as voluntary advisory boards to deliberate on matters referred to them by the Board of Directors. Their purpose is to provide advice and recommendations on such matters to increase objectivity and ensure transparency. The Nomination Advisory Committee discusses policies regarding director qualifications, the election and dismissal of directors, the formulation of succession plans for the Representative Director and President, and the process for deciding on candidates based on these policies. The Remuneration Advisory Committee assesses the suitability of the remuneration system for directors and executive officers and deliberates on individual remuneration amounts.
A properly functioning Board of Directors plays a vital role in assuring decisions are reached promptly and management is conducted efficiently together with the executive officer and supervision systems. To this end, we have endeavored to strengthen both the decision-making and oversight functions of the Board of Directors. Furthermore, we are working to enhance the caliber and independence of Audit & Supervisory Board Members in order to strengthen their supervision of the decision-making process and the duties executed by the Board of Directors.
An Internal Audit Office conducts Nitta Gelatin’s internal audits, performing inspections to make certain that the Company’s divisions and segments are executing business appropriately and efficiently in compliance with the relevant laws and regulations, and that the Company’s assets are properly safeguarded. This Internal Audit Office consults with, as the need arises, and collaborates extensively with the Company’s accounting auditors to plan and implement internal audits to be reported to the Company’s management. Input from the accounting auditors is used to improve the execution of duties of the Internal Audit Office and the Audit & Supervisory Board Members.
A system is in place for all Audit & Supervisory Board Members to attend the Board of Directors meetings and provide sufficient oversight concerning the Board of Directors in the execution of their duties. The standing Audit & Supervisory Board Member also attends the Board of Executive Officers and other important meetings within the Company to monitor the execution of duties by the directors further. This auditor also conducts in-house audits of various organizational entities within the Group, interviewing the people in charge to make assessments, and collaborates with the Internal Audit Office and accounting auditors to inspect the execution of the company’s business operations.
Corporate Governance System and Internal Control Organization Chart
We believe that maintaining and improving the effectiveness of compliance is of utmost importance for management in reducing exposure to various corporate risks. We devised a Basic Policy on Building an Internal Control System in line with this fundamental stance. Based on the policy, we formulated the Company’s compliance rules and risk management rules.
A Compliance and Risk Management Committee has been established as an organization for providing management oversight throughout the company concerning compliance and risk management. This committee is chaired by the Representative Director and President and meets on a regular basis to keep up to date with compliance issues and examine the countermeasures for preventing various conceivable risks, and managing those risks in the event that they arise.
We have also established Principles of Business Conduct and have made certain that these Principles have been disseminated rigorously throughout the Group. These Principles aim to ensure compliance, encourage our staff and representatives to conduct business activities with fairness and integrity, and recognize that as members of society they should behave appropriately as a business person and as a model citizen.
Furthermore, we receive advice and guidance concerning compliance and risk management from our corporate attorneys and other relevant consultants, as the need arises.
