Internal Control | Corporate Governance

Basic Approach to Corporate Governance

(1) Objective

Our Group defines corporate governance as a critical management issue for increasing corporate value through sustainable growth. The entire Group is actively committed to improving corporate governance.

By strengthening our internal control functions through proactively developing “ activities for advancing compliance and risk management “ with an involvement of all officers and employees and by augmenting and strengthening the management-oversight functions of our Board of Directors and the audit functions of our auditors, we are creating a transparent corporate control system that can accommodate the reliance of our shareholders and society.

(2) Governance structure

IBIDEN made the supervisory management department, which is responsible for internal control of all subsidiaries, the Corporate Planning Group, Office of the President, Strategic Corporate Planning Operation. The group provides guidance and support to each company in cooperation with other internal control promotion divisions. Pursuant to the Regulations for Management of Domestic Affiliated Companies and the Regulations for Management of Overseas Affiliated Companies, a structure is in place under which important business execution by directors and the Board of Directors of subsidiaries is reported to IBIDEN in advance and decision making of IBIDEN is properly carried out.
Furthermore, the executive officer in charge of the CSR Promotion Division sufficiently exchanges information with directors in charge of internal control or the department equivalent to internal control at subsidiaries to ensure implementation of the internal audit system.

(3) Overview of Corporate Governance

The term of each director is limited to one year to clarify management accountability of each director, strengthen management practices and enhance the agility needed to implement optimal management practices in quick response to the changing business environment. An executive officer system has been introduced to allow swift managerial decision-making and accelerated business execution.
IBIDEN has elected to operate as a company with corporate auditors and a Board of Corporate Auditors.
The Company has four corporate auditors, two of whom are outside corporate auditors with no conflict of interests with the Company. Corporate auditors participate in major meetings including those of the Board of Directors and the Management Conference to audit the business executed by the directors. In addition, full-time corporate auditors work in cooperation with the CSR Promotion Division Audit Group, which is the internal auditing organ of the Company, and accounting auditors to perform audits on IBIDEN and its Group companies as required by law and other rules.
Executive officers and others submit reports at the request of the corporate auditors in compliance with the Rules of the Board of Corporate Auditors and the Corporate Auditors' Auditing Rules set forth by the Board of Corporate Auditors. The Company has also created an Audit Group (comprising six members) in CSR Promotion Division, which is responsible for executing internal audits. The CSR Promotion Division conducts internal audits of the matters requested by the corporate auditors through discussion with them to ensure greater effectiveness of the audit structure of the Group.

(4) Relationships with stakeholders and timely disclosure

Aware of its mission to increase corporate value and meet shareholder expectations, the Group understands that it must fulfill its responsibilities with respect to employees, local residents, local communities, business partners, investors, and other non-shareholding stakeholders. For this reason, we have instituted the Disclosure Regulations to facilitate proper assessments of our Group. Our aim is to help stakeholders understand the Group and to win their broad consent to reconciling their interests of different stakeholder groups. With the decision of the Disclosure Committee, consisting chiefly of the president and the information disclosure officer, management information is disclosed in a fair, timely, and appropriate manner.

The Corporate Governance System

Schematic of Corporate Governance System

Corporate Governance filed with Tokyo Stock Exchange