We have positioned the corporate governance
as one of our most important management issues.
Aiming to become a company that is able to earn the trust of all stakeholders, TOK positions enhancement of corporate governance as one of the most important management issues: the means to maintain a sound and transparent management and to enhance its operational efficiency by speeding up the decision-making process.
*Corporate governance: A generic term that describes a management supervision system designed to enhance management efficiency and enforce compliance and to promote stakeholders' interests by raising enterprise value.
Corporate Governance System
As a company with corporate auditors, TOK employs the corporate auditor system. We are taking actions to upgrade audits performed by the corporate auditors by using the greater authority of these auditors based on the Japanese Companies Act. In addition, TOK is using the benefits of reforms to its Board of Directors, establishment of the officer system, and the election of an independent outside director to fortify the management decision-making and supervisory function and the business execution function while clarifying responsibility for performing these functions. We are convinced that using these systems to strengthen management is the most effective means of upgrading corporate governance.
Directors and Board of Directors
As of June 28, 2017, we had 8 directors, including 2 outside directors. The term of the directors is one year. This permits quickly responding to changes in the operating environment and clarifies accountability for the directors concerning operating results in each fiscal year. To make the activities of the directors more transparent and reinforce the Board's supervisory function, there are 2 independent outside directors. In addition, the Board of Directors has a flat structure with two levels: representative directors and directors. This creates a framework that allows the Board of Directors to fulfill its responsibilities with regard to reaching management decisions and supervising the Company's management.
Officers and Committee of Officers
As of June 28, 2017, we had 15 officers, including 6 officers doubling as directors. While taking steps to strengthen the Board of Directors’ functions in management decision making and supervision, TOK has the Committee of Officers, which is made up of all officers, to reinforce its business execution functions. The committee members include the chief executive officer, senior executive officers, executive officers and officers. The committee provides for differences in the business responsibilities and other items concerning each officer.
Auditors and Board of Auditors
As of June 28, 2017, we had 4 auditors, 3 of whom were outside auditors. The auditors attend meetings of the Board of Directors and other important meetings. These duties are performed in accordance with auditing standards (Corporate Auditor Auditing Regulations), the auditing policy, the division of tasks, and other items. In addition, the auditors check the performance of directors by receiving reports from directors and others, and requesting an explanation when necessary. For financial audits, the auditors receive reports from the accounting auditor and use other means, including requesting an explanation when necessary, to verify the suitability of financial accounting methods and the results of these audits.
Internal Auditing Division
The Internal Auditing Division, under the direct control of the President, comprised 6 full-time staff members as of June 28, 2017. In addition to standard audits of business operations, this division offers suggestions, proposals, and advice for continuous improvement through evaluations of the effectiveness of internal controls for financial reporting.