Corporate Governance
To gain the trust of all its stakeholders and continually enhance its corporate value, the Jowa Group is committed to corporate governance from the standpoint of increasing management soundness, transparency, and effectiveness. The Group is building a corporate governance program in the aim of being a corporate group trusted by society.
Based on such a commitment, the Board of Directors makes decisions on key matters related to execution of company business and oversees the status of directors' execution of their duties.
Jowa Holdings has adopted an executive officer system and is endeavoring to strengthen its governance program through separation of the management decision-making, monitoring, and operational execution functions.
Additionally, Jowa Holdings has appointed statutory auditors and established a Board of Auditors. The statutory auditors audit the status of directors' execution of their duties in close coordination with the Group's independent auditor and the internal Operational Audit Department.
Basic approach to internal control systems
The Jowa Group has adopted an internal control system as shown in the accompanying diagram based on a recognition that internal controls are basically procedures conducted by all Group personnel to ensure asset preservation, operational effectiveness and efficiency, financial reporting's reliability, and compliance with laws applicable to business activities. To ensure that corporate activities are conducted fairly, ethically, and in compliance with applicable laws, the Jowa Group has prescribed Compliance Regulations and Jowa Group Personal Conduct Guidelines and promotes universal awareness of their provisions among all Group personnel. The Jowa Group is also endeavoring to adopt and implement internal regulations and build and upgrade risk management systems to effectively respond to various business risks.
Compliance program
The Jowa Group is strengthening its compliance program on a priority basis to practice corporate ethics rooted in legal compliance. In addition to establishing Jowa Group Personal Conduct Guidelines as a code of conduct to facilitate Group personnel's compliance with applicable laws and societal norms, the Jowa Group has also adopted and implemented Compliance Regulations and other related regulations as a means to ensure compliance. To increase the effectiveness of such regulations, the Jowa Group has appointed a Chief Compliance Officer and established a specialized Compliance Department. Other means by which the Jowa Group is endeavoring to promote compliance include compliance audits conducted by the internal Operational Audit Department.
Basic approach to opposition to and countermeasures against antisocial forces
The Jowa Group is resolutely opposed to antisocial forces and refuses to have any involvement with such elements of society.The Jowa Group has adopted policies regarding opposition to antisocial forces that threaten social order or public safety. Jowa Holdings' President promotes widespread awareness of such policies within the Group by instructing personnel at Board of Directors meetings, Executive Conference meetings, and other such gatherings.
Jowa Holdings has set up an internal organization to handle matters related to antisocial forces. In the unlikely event that the Jowa Group is subject to extortive demands by antisocial forces, its policy is to contact the police and/or legal counsel and firmly reject the demands. The Jowa Group ordinarily does not transact business with any party until it has conducted a credit check by utilizing the services of external research providers and contacting the party's references (e.g., suppliers, financial institutions with which it transacts business). The Group has also incorporated clauses rejecting antisocial forces into its contracts, gathers information through such means as attending seminars sponsored by the police or other concerned organizations, and encourages internal vigilance against antisocial forces.
