Corporate Governance

Basic Approach

The Toagosei Group’s corporate philosophy is “sharing more happiness with more people through the chemical business.” Based on this philosophy, the Group strives to fulfil its corporate social responsibility by positioning the enhancement of corporate governance as a key priority for management. The Group pursues transparent, fair, swift and resolute decision-making through effective corporate governance, in order to achieve sustainable growth and to increase its corporate value over the medium and long term. The Group is committed to the continuous enhancement of corporate governance.

The Group’s basic approach to corporate governance is as follows.

  • Respect shareholders’ rights and ensure their equality.
  • Consider the interests of various stakeholders, including shareholders, customers, business partners, employees and local communities. Build good relationships with these stakeholders and cooperate appropriately with them.
  • Disclose corporate information appropriately and ensure transparency.
  • Strive to ensure effective supervisory functions for business execution by the Board of Directors.
  • Engage in constructive dialogue with shareholders who have an investment policy that aligns with medium- to long-term shareholder profits.

Corporate Governance

The Company is a company with an audit & supervisory committee. Along with supervision by the Board of Directors, including outside directors, rigorous audits are conducted by the Audit & Supervisory Committee. The Articles of Incorporation provide that all or part of the important decision-making for management may be delegated to directors, providing a system that separates supervision and business execution and enables swift decision-making with regard to business execution.

Corporate Governance System

Internal Control

Duties related to internal audits are performed by the Internal Audit Department, which has been established as an organization independent from management, under the guidance and instruction of the Audit and Supervisory Committee. The department conducts internal audits to monitor the Toagosei Group’s compliance and propriety of business operations. In addition, there is an Internal Control Section that performs duties related to internal control (duties to ensure appropriate financial reporting), based on Japan’s internal control reporting system (the Japanese version of the Sarbanes-Oxley Act (J-SOX) on corporate internal control). By cooperating with one another, these two organizations have built a functioning system that ensures that the Group’s business operations on the whole are conducted appropriately in compliance with the relevant laws and regulations.

Risk management

Establishment of Risk Management Committee

We established a Risk Management Committee as a mechanism for the routine identification and assessment of potential risks. Based upon this, risk countermeasures are formulated and the status of those countermeasures is checked.

Potential risks

  • Natural disaster risk
  • Environmental and safety risk
  • Financial risk
  • Legal risk
  • Geopolitical risk
  • Infectious disease risk
  • Product risk
  • Market risk
  • Personnel and labor risk
  • Other external environment-related risks

Response when facing a crisis situation

We reexamined our various rules and regulations that set forth the specific steps to take when faced with a crisis situation and introduced a system that verifies employee safety via mobile device.

Comprehensive emergency-preparedness drill (Nagoya plant)

Information Leakage Risk Countermeasures

In accordance with the rules related to information control, the Toagosei Group has prepared and is continuously updating a list of confidential information in which trade secrets are identified as part of countermeasures for the risk of information leakage. In addition to education for inculcating awareness of the importance of information management, we are continuously improving the information security system. In 2016, the Group conducted training to deal with targeted email attacks and raised employee awareness about the risk of virus infection.

Information Disclosure

Toagosei is endeavoring to disclose information on the Group appropriately in a timely manner based on the laws and regulations as well as rules and regulations stipulated by the Tokyo Stock Exchange. Moreover, we hold a briefing for analysis of financial results. Our proactive information disclosure also includes publication of the Toagosei Group Report, which is a combination of a CSR report with information on business strategies, and enrichment of disclosure in English, in order to facilitate stakeholders’ understanding of the Toagosei Group.