Corporate Governance
Governing Chart
Corporate Governance Basic Policy
Our company establishes the corporate governance basic policy so as to contribute to realization of social and environmental sustainability, to enrich the life of people all over the world, and to achieve permanent growth and stable profits through manufacture and sales of machine tools.
This basic policy establishes the basic policy with regard to corporate governance for the sake of continuous growth of Takisawa Machine Tool Co., Ltd. (hereinafter referred to as "our company") and medium- and long-term improvement of the corporate value.
Basic View on Corporate Governance
To contribute realization of social and environmental sustainability, to enrich the life of people all over the world, and to realize permanent growth and stable profits through manufacture and sale of machine tools, our company shall work on enhancement of corporate governance in accordance with the following basic views.
1. Our company shall ensure substantial equality for shareholders and work on immediate information disclosure and environmental maintenance for securing and exercising the shareholder's rights.
2. Our company shall recognize that cooperation with all stakeholders including the shareholders is essential for continuous growth and medium- and long-term improvement of the corporate value, and make efforts to create a corporate culture respecting the rights and position of the stakeholders and the wholesome business activity ethics.
3. From the viewpoint that appropriate information disclosure will ensure transparency and fairness in management and realize corporate governance, our company shall actively disclose the information considered to be necessary for the stakeholders (including non-financial information) in addition to disclosure based on laws and regulations.
4. Our company shall establish a supervising system highly effective for the directors by separating the management decision making/supervising system and the business execution system to create an efficient management/execution system and by designating outside directors.
5. Our company shall actively communicate with the shareholders and reflect the opinions and demands to the management appropriately for continuous growth and medium- and long-term improvement of the corporate value.
Board of Directors
1. System and Role of Board of Directors
① The board of directors shall be composed of executive directors and outside directors having specialized knowledge and experience in each field in consideration of the balance of their knowledge, experience, and capability. The appropriate number shall be 11 or less for the directors except for the directors who are the audit and supervisory committee member and 5 or less for the directors who are the audit and supervisory committee member as designated in the articles of incorporation.
② The board of directors shall make decisions related to important matters such as management strategy and management plan, and supervise business execution by the directors.
③ The board of directors shall transfer the authority to execute and decide business other than the important matters prescribed in the laws and regulations, articles of incorporation, and rules governing the board of directors, and establish a system to receive the reports of execution state of the business in charge and the progress of the management challenges from the executive directors.
④ The outside directors shall appropriately reflect the intention of the stakeholders, and supervise the management and conflict of interest in order to improve the corporate value in the medium- and long-term from an independent standpoint.
2. Operation of Board of Directors
① The board of directors shall determine the annual schedule, provide information beforehand to secure enough deliberation time, and establish the system to ensure the effectiveness of the decision making and supervision functions by the board of directors.
3. Designation of Directors
① Candidates for the directors shall have experience, knowledge, and specialty appropriate as the directors according to the management philosophy and management strategy of our company.
② Candidates for the outside directors shall satisfy the independence standard of our company, have no risk of having conflicts of interest with ordinary shareholders, and have high specialty and rich management experience.
4. Remuneration for Directors
① The board of directors shall determine the remuneration (basic remuneration and bonus) collectively considering the duty, company's performance, management status, and so on for the directors except for the directors who are the audit and supervisory committee member. For the directors who are the audit and supervisory committee member, it shall be determined by discussion of the audit and supervisory committee.
5. Training of Directors
① Our company shall provide the opportunity necessary to obtain the knowledge of business, finance, organization, and so on necessary for the directors to play the roles and perform the responsibilities, and continuously conduct training on law revision and management challenges.
② The outside directors shall obtain information from the related departments at any time to deeply understand the management philosophy, management policy, business activity, organization, and so on of our company group.
6. Audit and Supervisory Committee
① The audit and supervisory committee shall audit and supervise execution of duty by the directors and so on to operate the business legally, appropriately, and efficiently.
② The audit and supervisory committee shall have full-time audit and supervisory committee member to ensure effectiveness, and shall strive to grasp and monitor the management execution status appropriately and accurately.
7. Nomination/Remuneration Advisory Committee
① The nomination/remuneration advisory committee shall deliberate proposed director and employee executive officer candidates, and report the suitability to the board of directors.
② The nomination/remuneration advisory committee shall deliberate the remuneration level and index of the directors and employee executive officer except for the directors who are the audit and supervisory committee member, and report the validity to the board of directors.
Relationship with Stakeholders
1. Information Disclosure
① Our company shall actively disclose the basic policy including the management philosophy, management strategy, and management plan to ensure transparency and fairness in decision making of the company and realize substantial corporate governance.
② We shall strive to make disclosed information plain and specific.
2. Relationship between Stakeholders Including Shareholders
Shareholders Meeting:
① Our company shall strive to set the date, place, and so on of the shareholders meeting appropriately so that more shareholders can attend it.
② Our company shall establish a system to allow not only the shareholders attending the shareholders meeting but also all the shareholders to exercise their votes appropriately.
③ Our company shall strive to send the convocation notice at an early stage and to disclose it promptly so that the shareholders can secure a sufficient period for discussion.
Communication with Shareholders:
① Our company shall designate the director in charge of the management department as the officer in charge of IR, and the president and the officer in charge of IR shall actively communicate with the shareholders and investors in a constructive manner for the sake of continuous growth and medium- and long-term improvement of the corporate value.
② The officer in charge of IR shall manage the departments engaged in the IR activity, and the departments shall cooperate with each other and strive to communicate with the shareholders.
Strategic Shareholdings:
① Our company shall obtain and hold the shares of the business partners when it is determined that it will contribute to medium- and long-term improvement of the corporate value from the viewpoint of establishing stable and long term business relationships with the business partners and facilitating and enhancing business strategies such as business partnership.
② Our company shall determine whether or not to exercise the votes related to the strategic shareholdings based on that it will lead to improvement of the corporate value of our company or it will not depreciate the shareholders.
Transactions with Related Party:
① When conducting transactions with the related party, our company shall exclude the concerned officers from the quorum of such resolution as the special interested persons, and obtain the approval in the board of directors.
Others
1. Implementation of This Basic Policy
① This basic policy shall come into force on June 23, 2017.
2. Revision and Abolition of This Basic Policy
① Revision and abolition of this basic policy are conducted according to a resolution of the board of directors.
Compliance Basic Policy
Our company believes that to get confidence from customers and society and continue to be a company to be selected, we must recognize compliance not only just legally but also as the one including the corporate ethics, social ethics, and social norms in order to promote fair business activities.
Therefore, our company establishes the "Company Code of Conduct" and "Employee Code of Conduct" as described below, and the officers and employees shall conform to them in their activities for the company or themselves.
Company Code of Conduct
1. We shall recognize the social responsibility and mission of our company and work on establishment of reliability.
Machine tools are mother machines to machine the main body and parts of various machines including automobile parts. Therefore, they have an extremely important aspect to determine the quality of final products, which depends on the superiority of their mechanical performance. As shown in our quality policy of "Development of products relied on by customers", reliability serves as the foundation to make our company exist and to fulfill its mission.
2. We shall conform to the laws, regulations, and rules, and perform fair and faithful business activities.
・We shall not only conform to the laws, regulations, and rules but also strictly refrain from seeking profits by unfair measures and performing business activities departing from the social norms.
・We shall resolutely fight against anti-social forces threatening social order and security and inhibiting development of wholesome economy and society.
・We shall strictly refrain from important prohibited matters including false financial reporting which may cause a defect in the internal control system.
3. We shall provide socially safe and useful products and service.
・We shall grasp social needs accurately, and provide socially safe and useful products and service pursuing quality and cost accepted by customers.
・We shall develop imaginative human resources and corporate culture with a positive atmosphere in order to provide new products.
4. We shall ensure transparent management and develop a good relationship with the local society and international society.
・We shall disclose information appropriately as necessary and communicate not only with the shareholders and creditors but also widely with the society.
・The relationship with the local