Governance

The KOITO Group’s basic approach to corporate governance is to recognize the importance of ethical standards and sound management so as to retain the trust of all its stakeholders. Based on this approach, KOITO is making efforts to enhance corporate governance and strengthen compliance.

Corporate Governance

Corporate Governance
  1. Board of Directors
    KOITO's Board of Directors is chaired by Hiroshi Mihara, President. Other members include Masahiro Otake, Chairman, Koichi Sakakibara and Kenji Arima, Executive Vice President, Masami Uchiyama, Michiaki Kato, Hideharu Konagaya and Katsuyuki Kusakawa, Senior Managing Director, Takashi Ohtake, Director and Senior Adviser, Hideo Yamamoto, Jun Toyoda and Takayuki Katsuda, Director and Managing Corporate Officer, and outside Director Haruya Uehara and Kingo Sakurai. In principle, the Board of Directors meets once per month. Board of Directors discusses, reports, and makes decisions on matters stipulated in the “Board of Directors Regulations,” including those stipulated by laws, regulations, and the Articles of Incorporation, and supervises the execution of director's business execution.
      In addition, all Audit and Supervisory Board Members attend the Board of Directors to monitor Director's business operations. The Managing Committee (chaired by the President) comprises full-time directors and a corporate officer as a body to aid the Board of Directors. The committee meets, in principle, three times per month, determines business execution, reports on progress, and follows up on business execution.
  2. Audit and Supervisory Board
    KOITO is a company with Audit and Supervisory Board. The Audit and Supervisory Board comprises 4 Audit and Supervisory Board Members, Mitsuo Kikuchi and Yohei Kawaguchi, standing Audit and Supervisory Board Member, and Yukinobu Suzuki and Hiroshi Kimeda, outside Audit and Supervisory Board Members. Other than the Board of Directors, the standing Audit and Supervisory Board Members attend the Managing Committee and other important meetings to express opinions as needed. This structure enables Audit and Supervisory Board Members to constantly monitor the director's business executions.
      KOITO also strives to improve our auditing functions through close collaboration between Audit and Supervisory Board Members, Internal Audit Department and independent auditors, by allowing them to exchange information and opinions as needed, and to hold regular meetings.

KOITO Group Corporate Behavior Charter

The KOITO Group’s key management policies are to anticipate customers’ lighting needs, thereby contributing to social progress and development, and to ensure co-existence and co-prosperity with all stakeholders including shareholders, customers, employees and trade partners.
We recognize the seriousness of global environmental problems and strive to preserve the environment by pursuing “Eco-Friendly Manufacturing for People and the Earth” in all our activities.
To carry out these policies and activities, we not only observe various national and international laws, rules and their spirit that companies are expected to observe, but also follow corporate ethics in our actions, based on the following ten principles.
  1. Trusted corporate actions
    We gain customers’ satisfaction and trust by developing and offering safe and high-quality products and services.
  2. Observance of social norms
    We observe relevant laws and rules and conduct proper trade based on fair, transparent and free market competition.
  3. Communication with society
    We communicate with various members of society, including not only our shareholders but also trade partners and local residents, and strive to disclose our corporate information appropriately and fairly.
  4. Respect for humanity
    We respect the diversity of our employees and the character and personality of each of them, regardless of nationality or gender, and strive to build a safe and clean environment where each worker can make best use of their capabilities and fulfill their potential.
  5. Care for the global environment
    We take the initiative and set an example in protecting the global environment through activities on the theme of “Eco-Friendly Manufacturing for People and the Earth”.
  6. Contribution to society
    We are aware of our responsibility as a good corporate citizen and actively carry out social contribution activities to help create a better society.
  7. No relation with anti-social forces
    We have no relation whatsoever and deal resolutely with any anti-social force or group that threatens the order and safety of society.
  8. Business management from a global perspective
    In our global corporate activities, we not only observe international rules and local laws but also respect local culture and customs.
  9. Our corporate managers are aware of their duty to comply with the spirit of this Charter. They take the lead and set an example in observing these principles, and make the KOITO Group companies and trade partners familiar with the principles. Furthermore, they grasp opinions inside and outside the companies at all times, manage an effective company structure, and ensure that corporate ethics are strictly observed.
  10. In the event of a breach of this Charter, our corporate managers will express, internally and externally, their will to solve the problem themselves, clarify the facts and strive to investigate the cause and prevent recurrence. In addition, they will disclose information to society promptly and adequately and assume accountability, and severely punish those involved, including themselves, after clarifying their authority and responsibility.

Basic Policy on Internal Control System

  1. System ensuring that directors and employees execute their business duties in compliance with laws and regulations and the Company’s Articles of Incorporation

    The Compliance Committee, Compliance Department, Internal Audit Department, whistle-blower internal reporting system and other organizations and systems, as well as the Code of Corporate Ethics and other relevant regulations, will be developed and enhanced based on the KOITO Group Corporate Behavior Charter.
    At the same time, KOITO’s directors, corporate officers and employees will receive education familiarizing them with the organizations, systems and regulations.

  2. System for the preservation and administration of information on directors executing their business duties

    Regulations will be developed and enhanced to appropriately preserve and administer minutes to the General Meeting of Shareholders, Board of Directors, Managing Committee, and other information on directors executing their business duties.

  3. Regulations and other systems for managing the risk of loss

    Risk Management Regulations and other regulations and systems for managing risk will be developed to avoid and eliminate material risks that could threaten the Company’s survival, and minimize the impact when they arise.
    At the same time, KOITO’s directors, corporate officers and employees will receive education and training on risk management.

  4. System for ensuring the efficient execution of business duties by directors

    Board of Directors and Managing Committee will be held regularly. Meanwhile, Board of Directors Regulations, Managing Committee Regulations and other regulations pertaining to the execution of business duties by directors, as well as the corporate officer system and other organizations and systems, will be developed and enhanced to ensure the efficient execution of business duties by directors.
    At the same time, business duties will be executed according to specific plans the divisions develop each year based on the president’s policy.

  5. System for ensuring appropriate business execution by the corporate group comprising KOITO and its subsidiaries

    KOITO and its Group companies will subscribe together to the KOITO Group Corporate Behavior Charter and develop a system for ensuring and administering the appropriate execution of business duties.
    1. Based on the Affiliates Management Regulations, etc., KOITO will specify matters to be reported by affiliates, enhance the Group’s reporting system, and ensure that Group companies file periodical reports to KOITO.
    2. Based on the Affiliates Management Regulations, etc., KOITO will keep watching on risks to the Group as a whole in a comprehensive and centralized manner. Whenever it finds insufficiency in a Group company’s action, etc., KOITO will give it guidance or take other corrective measures.
    3. KOITO will ensure that Group companies prepare and keep their regulations, organizations, and systems to ensure periodical Board of Directors and directors’ fulfillment of their duties. For important affiliates, directors of KOITO may concurrently hold offices of directors of such affiliates.
    4. Based on the KOITO Group Corporate Behavior Charter, etc., KOITO will ensure that Group companies achieve compliance (with laws and ordinances) and KOITO's administrative and Internal Audit Department audit affiliates' operations and accounting.
      Further, based on the Affiliates Management Regulations, etc., KOITO will specify matters subject to KOITO’s approval, and ensure that Group companies first obtain KOITO’s approval before carrying out such matters.

  6. Matters pertaining to the status of certain employees, their independence from directors, and ensuring the viability of instruction in the event corporate auditors request for such employees to assist in the execution of their duties

    An Audit and Supervisory Board Member's Office will be established to help the audit and supervisory board members execute their duties under the instruction and order of the audit and supervisory board members and the Audit and Supervisory Board.
    Moreover, assignment of personnel to the Audit and Supervisory Board Member's Office shall be decided upon approval by the Audit and Supervisory Board to ensure independence from directors.

  7. System for directors and employees of KOITO and its subsidiaries to report to audit and supervisory board members and for preventing unfair treatment of the directors and employees for reporting to the audit and supervisory board members

    Directors, corporate officers and employees of KOITO and its Group companies shall report to the audit and supervisory board members when they learn of matters of material impact on the Company, serious violations of laws, regulations and the Company’s Articles of Incorporation, and other issues of compliance.
    Moreover, each audit and supervisory board members shall exercise their own discretion in reporting the findings from such reports to the Audit and Supervisory Board.
    Meanwhile, the Company’s organization and systems will be developed and enhanced to rigorously prevent the unfair treatment of directors, corporate officers and employees for reporting to the audit and supervisory board members.

  8. Policy on expenses arising from the audit and supervisory board members of KOITO executing their duties and system for enabling the audit and supervisory board members to conduct effective audits

    The Company shall pay all necessary expenses involved in the audit and supervisory board members executing their duties.
    The audit and supervisory board members shall monitor and audit the execution of business duties at the Company by means that include attending the Board of Directors, Managing Committee, Compliance Committees and other relevant conferences and committees, and examining important documents.
    The audit and supervisory board members shall exchange opinions periodically, or as need be with directors, corporate officers, independent auditors, and the Internal Audit Department, among others.