Corporate Governance

Basic policy

With a basic CSR policy of "striving to contribute to sustainable development of society and the Earth through sound corporate activities," we are managing our company in a way that enjoys extensive trust of society by establishing and maintaining an organization capable of responding swiftly to changes in business environments and a fair and transparent management system.

We also have "1S Culture" in place as part of our corporate culture that puts first priority on and acts act on the principles of 3 Ss, namely Shojiki (honesty), Seiso (cleanliness) and Safety.

Corporate governance guidelines

We have published two types of codes of conduct: the "Action Guidebook for Directors and Audit & Supervisory Board Members," and the "Aichi Steel Group Action Guidelines for employees," We review and revise them to match changes in the law and in social trends. The "Action Guidebook for Directors" and the "Aichi Steel Group Action Guidelines for employees" are distributed to all of our directors and employees, and we provide related training to freshman employees and those promoted to new job levels. A CSR card that employees can carry with them is also distributed to all of employees, part of our efforts to ensure employees remain constantly aware of our Code of Conduct.

Compliance with the Corporate Governance Code

Aichi Steel has fully complied with the Corporate Governance Code, submitting a corporate governance report regarding disclosure to the Tokyo Stock Exchange in December 2015. We will continue with efforts to strengthen and expand corporate governance, and observe the content of the code.

Status of the Board of Directors and the Audit & Supervisory Board

The Board of Directors, comprising Directors appointed by shareholders, makes decisions regarding material matters affecting the Company through discussion and mutual supervision regarding such aspects as necessity, legality, and efficiency. Auditors and the Audit & Supervisory Board examine these decisions for legal violations and other compliance matters. Several outside directors are appointed to the Board in order to strengthen corporate governance.

20112012201320142015
Directors2020131313
Outside Directors00001

* Outside directors include one man appointed during the General Meeting of Shareholders in June 2015, and one woman appointed at the General Meeting of Shareholders in June 2016.

Attendance rates in fiscal 2015

No. of
Meetings
Director
attendance
rate
Auditor attendance rate
Standing
members
Outside
members
Board of
Directors
1499%100%93%
Audit &
Supervisory Board
12-100%94%

Internal control system

The Internal Control System Basic Policy is reviewed annually to determine if any revisions are required. The operational status is reported to the Board of Directors, and disclosure made in the business report. In response to changes in the Companies Act, in April 2015 a resolution was passed to revise the policy, and its contents disclosed. Also in April 2015, the Company introduced a new Board of Directors system, aimed at further separating and strengthening management decision-making by the Board, and supervisory and business execution functions. Further, at the general meeting of shareholders held in June 2016, the Company completed implementation of a system of multiple outside directors, further strengthening corporate governance.

Corporate governance system