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Corporate Governance

1. Basic Policy Related to Corporate Governance

As part of our medium to long-term corporate strategies, while PIOLAX continues to supply automobile parts as our core business, we aim to accurately forecast the needs of our customers in the rapidly advancing global automotive industry by utilizing our accumulated technical expertise associated with “elasticity”, as well as nurture our business in new fields including the medical industry. Also, we understand corporate governance is a fundamental framework that requires our company to comply with laws and regulations, adhere to ethical and transparent business operations and we will always be held accountable for the relationships we built with our various stakeholders including stockholders, customers, employees and suppliers.
On the premise of this framework, we recognize that the enhancement of our company’s corporate governance must be maintained as our top priority, and strive to improve it constantly.

(1) Securing shareholders’ rights and equity
In order to ensure our shareholders’ rights, our company will not only comply with laws and regulations, but establish an environment where all our shareholders including non-Japanese and minority shareholders can appropriately exercise their rights.
(2) Adequate collaboration with stakeholders other than shareholders
PIOLAX considers its corporate values to be more than just financial value, but is a sum of our social worth. We will work closely together with each of our stakeholders including our employees, customers, business partners, creditors and communities and their visions. Also, the company’s board of directors understands compliance as our company’s top priority and strives to show strong leadership to work together with each stakeholder to accomplish a corporate culture where all stakeholders’ rights and positions are respected.
(3) Adequate information disclosure and securing transparency
Our company will provide voluntary and clear explanations related to not just our financial information, but non-financial information such as corporate strategies, challenges, risks and governance. Our board of directors themselves will deliver comprehensive and effective information that is balanced and easy to understand.
(4) Responsibilities of board of directors
The board of directors bears fiduciary responsibilities and accountability to the company's shareholders. In order to constantly improve the company’s corporate value, earning power and capital efficiency, they will exercise the following roles/responsibilities appropriately:
  • Plan important corporate strategies such as the company's long-term vision and medium-term corporate strategies, and promote their execution.
  • Establish internal control and risk management systems to support the board’s risk-taking decisions.
(5) Conversations with shareholders
In order to continuously grow and improve our company’s corporate value in the medium to long-term, PIOLAX’s top management including the company president will engage in various investor and shareholder relations activities, promoting constructive and purposeful conversations with our shareholders.

2. PIOLAX’s Corporate Governance System

In accordance with the resolution approved during the 100th annual general meeting for shareholders held on June 28, 2016, our company has made a transition to become a Company with an Audit and Supervisory Committee from a Company with company auditors. This was done with objectives to act as a strengthened monitoring board for the board of directors, and to accomplish an improved corporate value.

(1) Board of Directors
Board meetings are held once a month as a principle, but will be held as needed. During these meetings, decisions are made and business strategies related to our affiliated companies are planned, in order to improve sales results/growth for the entire PIOLAX Group and enhance the Group’s corporate governance.
On the other hand, of matters to be discussed during the board meeting, relatively high-priority projects are deliberated and reported during monthly management meetings.
(2) Audit and Supervisory Committees
Audit and Supervisory Committees are carried out in full compliance with the Audit and Supervisory Committees regulations and standards, and perform auditing and monitoring of the legality and validity of the company's business practices through auditing activities that are executed in accordance with the auditing policy and plans stipulated at the beginning of each term.
(3) External Auditor
Our company has selected Ernst & Young ShinNihon LLC and concluded an audit service agreement. We have established an environment where accurate business information is provided and impartial auditing can be performed.
(4) Nomination and Remuneration Advisory Committee
The Nomination and Remuneration Advisory Committee, where a majority of its members are external directors, was set up as a voluntary advisory council for the company's board of directors from the viewpoint that selection/removal of board members and remuneration they receive can be determined in a fair manner.

Corporate Governance System Chart

Corporate Governance System Chart

3. Establishment of Internal Control System

The basic policy of Piolax, Inc. and its group companies is, under the management principle of "Pioneer to create elasticity", to study "elasticity" of metal, resin, and other various materials and to widely contribute to automobile, life-related, and medical industries and the society. In order to realize the basic policy, we set an action guide in conducting business in harmony with shareholders, customers, employees, business partners, local communities, and other concerned parties in order to become a company which 1) gives priority to customer needs, 2) is development-oriented, 3) aims the best rather than the largest, 4) flexibly responds to changes, and 5) has active corporate culture.

4. Piolax Code of Conduct

Piolax group establishes a basic code of conduct so that all directors and employees in the group perform daily operations with high ethics as sensible workers and members of society.