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Corporate Governance
Basic Policy on Corporate Governance
As our basic stance on corporate governance, in order to fulfill our accountability to our shareholders, we attach great importance to ensuring transparency in management and timely and appropriate disclosure of information. In addition, in order to increase profits and enhance corporate value, we are working to improve the efficiency of our management systems for prompt and efficient decision-making and business execution, and to strengthen our management oversight function to conduct corporate activities based on sound principles that are in harmony with society. We will continue to regularly review the corporate governance structure in line with the growth of the Company and strive to build an optimal management structure.
Corporate Governance Structure
Functions in the Corporate Governance(FY22)
| Name | No. of members | Details | No. of meetings held |
| Board of Directors | ・Chair: Takayuki Funahashi Representative Director, President and CEO ・Members： Directors 8, including 3 Outside Directors, including 2 female Directors |
As a management decision-making body, the Board of Directors makes resolutions on important matters in accordance with the Board of Directors Regulations and Rules on Administrative Authority, and outside directors provide advice and supervision to the Board of Directors from an outside third-party perspective. In addition to regular monthly Board of Directors meetings, extraordinary Board of Directors meetings are held as necessary. | Number of times: 17 Members' attendance rate: 100% |
| Board of Corporate Auditors | ・4 Auditors, including 3 Outside Auditors, including 1 full-time Auditor, including 1 female Auditor |
In addition to regular monthly meetings, the Board of Corporate Auditors holds extraordinary meetings as necessary to review the status of audits and audit results, and to share information among the corporate auditors. Efforts are made to conduct effective monitoring by exercising legal authority, such as attending important meetings and receiving reports from related parties, as well as by conducting on-site inspections at branch offices and other locations. | Number of times: 16 times Auditor attendance rate: 100 |
| Nomination and Compensation Committee | ・Chair: Outside Director Hidenori Fujioka ・Members: 4 Directors including 3 Outside Directors including 2 female Directors |
The Committee, an advisory body to the Board of Directors, is responsible for deliberating the selection and dismissal of directors and executive officers of the Company and its group companies, as well as their compensation and succession plans, from an objective and fair perspective. | Number of times: 6 times Members' attendance rate: 100% |
| Risk and Compliance Committee | ・Chair: Representative Director, President and CEO, Takayuki Funahashi |
For risk management and compliance promotion, the committee is chaired by the Representative Director and implemented by directors, corporate auditors and persons appointed by the chair. | Number of times: 4 Members' attendance rate: 100% |
| Sustainability Committee | ・Chair： Kumiko Kawabata Director, Managing Executive Officer |
The committee meets once a quarter to further promote sustainability, contribute to society and the global environment, and enhance corporate value over the medium to long term. The committee selects themes for sustainability-related activities, sets targets, confirms the progress of "task forces," which are cross-departmental teams under the committee, and promotes the disclosure of sustainability-related information. | Number of times: 5 Members' attendance rate: 100% |
| Health Management Promotion Committee | ・Chair： Kumiko Kawabata Director, Managing Executive Officer |
In order to maintain and improve the physical and mental health of employees, the Health Promotion Department, which belongs to the Group Human Resources Department, plays a central role in selecting themes and setting targets for health promotion activities, checking the progress of individual activities, and promoting information disclosure on health management in cooperation with the Health and Safety Committee and industrial physicians. | Established on October,2 2023 |
| Internal Audit Office | 1 | The Internal Audit Office, under the jurisdiction of the Representative Director, prepares an audit plan for each fiscal year and conducts operational audits in accordance with that audit plan. The results are reported to the Representative Director promptly after the audit is conducted. | ― |
The Board's Diversity and Effectiveness
The Board of Directors is composed of members with a variety of knowledge, experience, and abilities, and we strive to ensure an appropriate diversity and size, as well as overall balance. To improve the effectiveness of the Board of Directors, all directors and corporate auditors were asked to respond to a questionnaire. Based on the answers, we analyzed and evaluated the effectiveness of the Board of Directors and reviewed the results. Regarding the evaluation in FY22, the Board of Directors was given high marks in many areas, confirming that it is functioning effectively and fulfilling its role appropriately, and that it will continue to take action to further improve its effectiveness. We will continue to conduct periodic evaluations to maintain and improve the effectiveness of the Board of Directors and to sustainably enhance corporate value.
Compensation of Directors
Regarding directors' compensation, the Nomination and Compensation Committee, whose chairman and majority of its members are independent outside directors, deliberates on the appropriateness of the compensation, and the Board of Directors makes a decision on the compensation. Until now, the President and Representative Director, who was appointed by the Board of Directors, determined director compensation for each fiscal year, taking into consideration his/ her role, level of contribution, business performance, and other factors. In order to ensure objectivity and transparency in the amount of compensation for directors, the Nomination and Compensation Committee was established in FY21 as an advisory body to the Board of Directors to examine and deliberate on the nomination and compensation of directors.
Internal Reporting System
The Group has established a human rights policy that includes the prevention of sexual harassment and power harassment, anti-corruption, and ensuring equal opportunity, etc. However, if such an incident should occur, employees are able to report it. The contact information and reporting methods are posted on the Company's intranet and made known to all employees, regardless of their employment status, who wish to use the system.
The contents of the consultation can be communicated anonymously to the in-house consultation service or to outside attorneys, corporate auditors, or directors upon request, and advice, measures, and fact-finding investigations are conducted with thorough protection of the consultants so that they are not identified or made to feel insecure. In the event of a serious violation of laws and regulations, suspected accounting fraud, misuse of company assets, serious violation of internal rules, or serious sexual or power harassment, the matter will be promptly referred to the Risk Compliance Committee, etc., after observing confidentiality obligations.
We strive to strengthen compliance management by establishing appropriate systems to ensure early detection and correction of misconduct.
Insource Group "Basic Policy on the Prevention of Corruption"
1. Purpose
In order to contribute to the development of a sustainable society based on our corporate philosophy and code of conduct, the Insource Group (hereinafter referred to as "our group") prohibits corrupt practices (bribery, embezzlement, breach of trust, extortion of benefits, provision or acceptance of entertainment or gifts that exceed social norms, and obtaining illicit profits by abusing one's authority) in all aspects of our corporate activities. The purpose of establishing this basic policy is to ensure the trust of our stakeholders.
2. Scope of application
This policy applies to all officers and employees (including part-time and temporary workers) of our group. In addition, our group requires our business partners and clients to comply with this policy.
3. Compliance with Applicable Laws and Regulations
The Group will comply with all applicable domestic and foreign anti-corruption laws and regulations, this Basic Policy, and internal rules (hereinafter referred to as "laws, etc.") in its business activities. Our group will also respond appropriately to any revisions to these laws, etc.
4. Prohibition of Corrupt Practices
Our Group will not provide or offer any gifts or benefits (bribes), whether active or passive, of any kind, whether solicited or unsolicited. Our Group will not engage in any illegal activities or pursue any improper benefits, such as the exchange of money, goods, or other benefits or favors, with any interested party, whether domestic or foreign, for the purpose of obtaining any improper or illegal benefits.
5. Organizational Structure
Our Group will ensure that all relevant parties, including officers, employees and business partners, are fully aware of this policy. At the same time, we will establish a Risk and Compliance Committee and an internal reporting hotline, and establish a system that allows for consultation and reporting to be made promptly in the event that any actions or suspected actions that violate anti-corruption laws, agreements, guidelines, etc., or this policy are identified.
6. Implementation of Education
We will continue to provide regular education and training to our officers and employees in order to thoroughly instill and improve ethical awareness toward the prevention of corrupt practices, and to maintain and operate our anti-corruption system.
7. Monitoring and Continuous Improvement
The Group will conduct regular self-inspections and internal audits to confirm that the anti-corruption system is functioning. In addition, based on the results of these, this policy and the procedures for compliance with it will be revised and improved as necessary.
8. Action and Severe Punishment
If we become aware of any corruption by our business partners or subcontractors, we will immediately conduct an internal investigation and terminate the business relationship. Our group will punish any officers or employees who violate laws and regulations in a strict and timely manner in accordance with internal regulations and employment rules.
INSOURCE Corporation
Representative Director, President and Chief Executive Officer
Takayuki Funahashi
Established July 2024
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Sustainability
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E(Environment)
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S(Social)
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Contributing to Society through Business
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Human Capital
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Regional Co-creation Activities
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G(Governance)
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