Corporate governance

For conducting various business activities based on the “SHIBAURA MACHINE Group Management Philosophy”, SHIBAURA MACHINE Group established the “SHIBAURA MACHINE Group Code of Conduct” to be observed by the directors and employees and developed systems such as internal control, group governance, and risk compliance to continuously improve the socially responsible corporate values. Through these actions, SHIBAURA MACHINE Group aim to secure highly transparent management practices.

We have a highly transparent corporate governance system, including a proper internal control system established pursuant to our "Basic Internal Control Policy"; advisory committees on nomination and remuneration established to ensure greater transparency and fairness in nominating and remunerating directors and directors not on the audit and supervisory board; and an executive officer system designed to separate business management from business execution, specify managerial responsibility and ensure efficient and prompt business decision-making and execution. Furthermore, directors on the audit and supervisory board cooperate with the accounting auditor and the internal audit department to oversee business management.

Corporate governance structure of SHIBAURA MACHINE Group

Corporate governance

Director's Skills Matrix

Our company assigns great importance to those director skills as necessary skills especially to achieve our medium-term management plan, such as conventional professional abilities in management, sales and technological aspects as well as high-level financial knowledge and skills of interaction with the market. We have selected independent outside directors with expertise in different areas, including a former business operator knowledgeable about management, a lawyer having expert knowledge of compliance and corporate legal affairs, a certified public accountant knowledgeable about financial accounting and an IR expert because we need to establish a well-balanced board of directors in terms of knowledge, experience and ability for the purpose of increasing our business competitiveness and realizing healthy and sustainable growth as well.

Director's Skills Matrix

The above list does not necessarily represent all the expertise, experiences, and abilities held by the directors.

Internal control system

The SHIBAURA MACHINE Group has a "Basic Internal Control Policy" which defines operating systems for ensuring proper business conduct throughout the group. Underlying this policy is our belief it is an important duty of management to establish and operate systems for ensuring proper business execution pursuant to the group's Basic Commitment. The internal audit department and staff departments conduct independent internal audits to make sure internal control is working properly, and intensify and improve the internal control systems.

Group governance

The SHIBAURA MACHINE Group has developed proper group-wide internal control systems to raise the management efficiency and capabilities of the group. It also established the "SHIBAURA MACHINE Group Basic Governance Policy" to maximize the group's corporate value by promoting risk and compliance management. Both are part of its efforts to strengthen and improve its group governance.

Risk and compliance management

The SHIBAURA MACHINE Group uses the above basic commitments and the "SHIBAURA MACHINE Group Code of Conduct" as guiding principles in day-to-day business activities. Underlying these is its belief life, safety, and compliance with laws and regulations, social norms, and ethics, must come before everything when conducting business activities. We also have the "Risk and Compliance Management Rules" which establish, promote, and maintain a system for proactively controlling uncertainties (risks) involved in business activities and ensuring highly transparent business management (risk and compliance management system).
Finally, we also have a "whistle-blower system", which is accessible by employees and temporary employees of group companies, and a "supply chain reporting system" for business partners so we can collect sensitive risk information which might not be reported via regular channels.

Risk and compliance management system

As specific elements of its risk and compliance management system, the SHIBAURA MACHINE Group appointed a risk management officer (RMO) who is in charge of risk and compliance management, and established a "risk management committee" which meets periodically.
Each business/staff division performs risk forecasting, prevention, self-inspection, and other forms of monitoring as part of its day-to-day management activities.

Risk and compliance management system

SHIBAURA MACHINE Group code of conduct

Concerning the business activities conducted based on the “SHIBAURA MACHINE Group Management Philosophy”, SHIBAURA MACHINE Group established the “SHIBAURA MACHINE Code of Conduct” by giving the highest priority to life, safety, and compliance (compliance with laws and regulations, social norms, and ethics) as the basis and, for its operation, each member demonstrates the specific actions to be complied with.