Coporate Governance
Coporate Governance Initiatives and Structure
Addressing Key Material Issues
Strengthening governance to advance global business management is one of the key material issues the HOCHIKI Group has listed in its medium-term business plan, GLOBAL VISION 2030.
A company's business activities are supported by its employees, board members, and others who work there. Spreading the concept of corporate governance across this group through regular and continuous internal training helps sustain a healthy management system. Hochiki will work to raise and establish awareness by providing continuous training on compliance and harassment.
Operation and Oversight of the Board of Directors, Audit and Other Committees
Our Board of Directors, which includes a majority of external directors, is held on a regular basis. It is responsible for establishing the Management Committee and Board of Executive Officers, which make decisions on business execution, and for overseeing these bodies as well as the execution of duties by the Representative Director and directors in charge.
The Audit and Supervisory Committee consists of directors, including a majority of external directors, and makes decisions on audit policies, plans, methods, and other key audit matters in accordance with the Committee's Audit Standards. The Audit and Other Committee members attend the Board of Directors and Executive Officers’ Meetings, providing objective oversight of directors’ execution of duties.
To ensure the effectiveness of the Board of Directors and the Audit and Other Committee, we conduct an annual evaluation covering all directors and Audit and Supervisory Committee members. Based on the results, all directors engage in discussions and analysis, while the Audit and Other Committee members and the Representative Director examine improvement measures.
Diversity in the Board of Directors
In organizing our Board of Directors, we take care to balance different kinds of knowledge, experiences, and skills, and to ensure diversity in gender, internationality, career history, age, and other aspects. We do this while maintaining the Board at an optimal size that enables it to function most effectively and efficiently, so as to build a team that can effectively fulfill its roles and responsibilities.
Organisation Chart
Coporate Governance Report
Download the Coporate governance report here
Hochiki Group Compliance Policy
Hochiki's Group Basic Policy for Compliance
HOCHIKI CORPORATION and its group companies (hereinafter referred to as the "HOCHIKI Group") contribute to people and society through our corporate activities, which are primarily focused on the disaster prevention business. We believe that actions taken in pursuit of and in line with this philosophy are themselves acts of corporate compliance for the HOCHIKI Group and are also an important management priority.
To achieve its Mission and Vision, the HOCHIKI Group has established the "Group Code of Conduct", defining standards for honest and ethical behavior that guide how all directors and employees should think, decide, and act every day. All directors and employees of the Group are required not only to comply with applicable laws and regulations but also to act in an ethical and responsible manner in line with the Group Code of Conduct.
Framework for Compliance
The HOCHIKI Group has established the Risk Management Department. As the central unit responsible for compliance matters, this department formulates an annual compliance program, promotes compliance through training and other initiatives, and regularly reports on the status of compliance promotion and legal adherence to the Risk Management and Compliance Committee under the Management Committee. The director in charge of the Risk Management Department reports the status of compliance initiatives to the Board of Directors, which reviews and monitors the effectiveness of risk management.
Report on Compliance Issues
- Reporting Structure
All directors and employees of the Hochiki Group are required to immediately report and consult with their supervisor or general manager of the department if they engage in or become aware of any act that violates, or may potentially violate, compliance requirements. General Manager of the relevant department shall take appropriate measures as necessary and is obligated to report to the Risk Management Department. - Whistleblower Program
The Hochiki Group regards its whistleblowing system as an important governance tool and has developed the Hochiki Hiot-line system to esure the early identification and self-remediation of compliance issues. The group code of conduct and internal rules require strict protection investigations while ensuring anonymity and confidentiality, and implement corrective measures and follow-up actions based on the findings. - Reporting Structure
Performance Data
| Indicators | FY2024 | ||
|---|---|---|---|
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|
|
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|
Number of Directors |
8 |
||
|
Number of Internal Directors (male) |
5 |
||
|
Number of Internal Directors (female) |
0 |
||
|
Number of Independant External Directors (male) |
2 |
||
|
Number of Independant External Directors (female) |
1 |
||
|
Number of directors concurrently serving as executive officers (persons) |
5 |
||
|
Percentage of directors concurrently serving as executive officers (%) |
62.5 |
||
|
Percentage of independent external directors (%) |
37.5 |
||
|
Attendance rate of independent directors (%) |
97.2 |
||
|
Average age of directors (years) |
63.3 |
||
|
Percentage of female directors (%) |
12.5 |
||
|
Term of directors (years) |
1 |
||
|
Board of directors meeting count (meetings) |
13 |
||
|
Board of directors attendance rate (%) |
99.0 |
||
|
Number of audit and supervisory board member (persons) |
Internal |
Male |
1 |
|
Female |
1 |
||
|
Subtotal |
2 |
||
|
Independent external |
Male |
2 |
|
|
Female |
0 |
||
|
Subtotal |
2 |
||
|
Total |
4 |
||
|
Percentage of external audit and supervisory board member (%) |
50 |
||
|
Audit and supervisory board meeting count (meetings) |
13 |
||
|
Audit and supervisory board meeting attendance rate (%) |
100 |
||
|
Number of nomination committee members (persons) |
Internal board members |
2 |
|
|
Independent external board members |
3 |
||
|
Subtotal |
5 |
||
|
Nomination committee meeting count (meetings) |
5 |
||
|
Number of compensation committee members (persons) |
Internal board members |
2 |
|
|
Independent external board members |
3 |
||
|
Subtotal |
5 |
||
|
Compensation committee meeting count (meetings) |
5 |
||