Basic Philosophy on Corporate Governance
Furukawa Battery will communicate with stakeholders, including the shareholders, customers, employees, suppliers, local communities and government, in order to increase its corporate value and achieve the ongoing development of the company while fulfilling its social responsibilities. The management monitoring function has been divided from the business execution function so that the Board of Directors can operate as an organization that monitors the decision-making and business execution of the management team. In order to achieve the company’s management vision and medium-term management plan, corporate governance will be established in a way that provides balance between management monitoring and business execution, and transparency and fairness in the company’s decision-making.
Furukawa Battery takes the form of a Company with Auditors in terms of its management organization. We value the function of our auditors and the Board of Auditors, which is institutionally independent from the Board of Directors.
We also enhance the monitoring and supervision of operations and ensure prompt decision-making by improving the operation of the Board of Directors.
Furukawa Battery has developed and built its internal control system from the following five viewpoints and has Internal Control Dept. in place and operational.
1. Ensuring rights and equality for shareholders
In addition to implementing appropriate measures to ensure the effective establishment of shareholders’ rights, we will develop an environment that allows shareholders to exercise their rights appropriately. In order to establish genuine equality among shareholders, sufficient consideration will be given to effectively establishing the rights of minority shareholders and foreign shareholders and to developing an environment that allow such rights to be exercised.
2. Appropriate cooperation with stakeholders other than the shareholders
In full recognition of the fact that the company’s sustainable growth and the creation of corporate value in the medium to long-term will be achieved through the resources and contributions of a variety of stakeholders, including the employees, customers, suppliers, creditors and local communities, we will work hard to cooperate in an appropriate manner with these stakeholders. The Board of Directors and the Directors will display leadership with the goal of fostering a corporate culture and environment that respects the rights and positions of these stakeholders and promotes sound ethics in the company’s business activities.
3. Ensuring appropriate disclosure of information and transparency
In addition to making the appropriate legally-required disclosures of financial information such as the company’s financial situation and business results and non-financial information relating to business strategies, business challenges, risks and governance, etc., we will strive to make independent disclosures of information in addition to those required under the law. In view of the fact that any information that is disclosed or supplied will form the basis for constructive dialog with the shareholders, the Board of Directors will work hard to ensures that such information is accurate, easy for users to understand, and highly effective.
4. Responsibilities of the Board of Directors, etc.
In recognition of its fiduciary responsibilities and accountability to shareholders, the Board of Directors will promote the sustainable growth of the company and medium to long-term improvements in its corporate value, and satisfy the following roles and responsibilities with the aim of improving profitability and capital efficiency. The Corporate Auditors and Board of Corporate Auditors will take responsibility for some of these roles and responsibilities.
- Set out the main direction for corporate strategy, etc.
- Develop an environment that supports appropriate risk-taking by the Directors
- Carry out highly effective monitoring of operating officers and the Directors from an independent and objective perspective
5. Dialog with shareholders
The Directors will hold constructive dialog with shareholders in ways that supplement the General Meeting of Shareholders in order to contribute to sustainable growth and improved corporate value in the medium to long-term. The Directors will listen to the opinions expressed by the shareholders through such dialog and, in addition to showing appropriate interest in shareholders’ interests and concerns, provide clear explanations and seek to obtain the understanding of the shareholders in respect to the Directors’ management policies. Furthermore, the Directors will work hard to obtain a balanced understanding of the respective positions of various stakeholders, including the shareholders, and to act in a way that reflects such understanding.