Corporate Governance

Corporate Governance

The Onward Group understands that responding promptly to changes in the management environment and establishing corporate governance systems that enhance soundness, fairness, transparency, and compliance are important management issues for increasing corporate value, or, in other words, shareholder value. We are working to establish bonds of trust with all stakeholders, especially our shareholders, and improve our corporate governance by strengthening the functions of our management systems and those of the General Meeting of Shareholders, the Board of Directors, and the Board of Auditors.

In implementing its corporate governance systems, the Company positions the Board of Directors as its decision-making body, and the Board meets periodically to discuss and make decisions on matters that are important for the Onward Group. When certain matters require quick action, the Board convenes emergency sessions as appropriate to respond to rapid changes in the operating environment. Moreover, to strengthen the management surveillance functions of the Board of Directors, outside directors are appointed to the Board and outside auditors to the Board of Auditors.

Regarding internal control systems, the Company has created systems and set policies based on Japan’s Corporation Law and the enforcement regulations of that law that “ensure that the directors perform their duties in compliance with relevant laws and the Company’s Articles of Incorporation and other systems as required under the regulations of Japan’s Ministry of Justice to ensure the appropriateness of the conduct of the Company’s operations.” Under these systems and policies, the Company is acting to structure and implement internal control systems, conduct reviews of these systems on a continuing basis, reform them, and thereby create corporate systems that operate efficiently and in compliance with legal regulations.

In the area of compliance, the Company has prepared its Compliance Regulations, which state its basic policy for assuring the strict compliance of directors and employees with laws and internal rules and regulations. In addition, the Company has formed the Onward Group Compliance Committee to serve as the organizational unit with overall responsibility for compliance and the Compliance Division, which is responsible for implementation. The Compliance Division is working to promote the creation of improved compliance systems for the Onward Group based on a Compliance Manual that takes the Onward Group Compliance Regulations as a basis. In addition, the Onward Group Compliance Committee works together with the Compliance Division to implement appropriate activities for training and increasing the awareness of compliance issues. The committee and division also work jointly to ensure that the Compliance Manual is properly employed throughout the Group and to design compliance systems that operate effectively as well as develop verification mechanisms. Moreover, the Internal Auditing Department, which was formed in 2007, has the responsibility for planning for and structuring business process systems that ensure operations are conducted appropriately and efficiently in compliance with relevant laws, the Company’s Articles of Incorporation, regulations, internal orders, and other directives. The department is also responsible for reporting on these matters to the Board of Directors.

Regarding risk management, the Board of Directors is working to design and implement systems that follow the Onward Group Risk Management Regulations, which were prepared to guide the structuring of these systems, with the Compliance Division taking the responsibility for implementation. Activities of the Compliance Division in this area include designing risk management systems, identifying risk-related issues to be addressed, preparing plans for risk management systems, reporting to the Board of Directors, and readying appropriate systems to deal with risks that may have a major impact on the continuation of Onward’s operations or have major repercussions for the Company’s operations, including the risk of natural disasters and information systems risk. Moreover, as necessary, the Board of Directors works together with outside specialists to strengthen the Company’s capabilities for dealing with risk and establish systems to prevent the emergence of risk.