Corporate Governance

Basic Views

Basic Views on Corporate Governance

The Company is committed to enhancing its corporate governance in accordance with the following basic concepts from the perspective of helping the Group to achieve sustainable growth and increase its corporate value over the mid to long term. The aim is to implement sound management based on a high level of self-discipline to gain the strong trust of society.

1. The Company will create and maintain an environment that secures substantive equality of all shareholders and enables shareholders to properly exercise their rights;
2. The Company is primarily engaged in the business of providing individual customers with basic infrastructure services for daily life including energy, telecommunication and CATV, and recognizes that most of these businesses are supported by many stakeholders. In addition, in formulating, implementing and operating business policies, we will conduct business activities from the perspective of compliance while focusing on making a contribution to the local communities;
3. The Company will work to ensure the adequate disclosure of company information including non-financial information and transparency in business management in order to establish a foundation for constructive dialogue with stakeholders;
4. The Company will, as a holding company, seek to ensure the effectiveness of supervisory functions over the business execution of each group company by the board of directors, formulate mid- to long-term corporate strategies, and strive for sustainable growth and an increase in corporate value;
5. The Company will proactively have dialogues with shareholders and investors with a constructive purpose while explaining and disclosing quantitative financial information and non-financial information in a timely and adequate manner. In this way, we will achieve corporate accountability and strive to meet the expectations of stakeholders including shareholders and investors.

The Group has formulated the “TOKAY-WAY,” the common philosophy of the group, and it is comprised of four layers—the corporate philosophy, mission, vision and value. These are shared with all employees of the group who work to practice them.

Corporate Governance System

Matters related to functions such as business execution, audit / supervision, nomination, and compensation determination
(Overview of the current corporate governance system)

1.Overview

In November 2015, we aim for sustainable growth of the Group and improvement of corporate value over the medium to long term in order to practice sound management based on high self-discipline and establish unwavering trust from society. We have established a basic corporate governance policy and are working to enhance corporate governance.

The Board of Directors of the Company is composed of up to 10 directors stipulated in the Articles of Incorporation, of which 3 are outside directors and the chairman is the President and Representative Director.
Diversity in the Board of Directors, based on the effective management system required of the holding company responsible for the business execution management function of the Group and the necessary and appropriate number of people to ensure substantive discussions in the Board of Directors. We also give due consideration to ensuring gender and expertise.
The three outside directors are independent outside officers appointed in accordance with the independence standards set by the Tokyo Stock Exchange.

The Investment Review Committee deliberates on capital investment projects, M & A, orders, etc., and the Executive Committee preliminarily deliberates the proposals attached to the Board of Directors of the Company and Group companies, and the progress of projects promoted by the Company and Group companies. Report and deliberate on the situation, grasp the business promotion status of each major group company and deliberate on issues and solutions for achieving management goals at the Business Steering Committee, and securities report and quarterly report at the Disclosure Review Committee. The litigation review committee deliberates on the appropriateness of the content when submitting the above, and deliberates on important litigation.

We have established the Group Compliance and Risk Management Committee to share internal control deficiencies, serious complaints / accident reports, and recurrence prevention measures of each group company, promote compliance training throughout the year, and improve internal control. We are trying.

2.Audit

Each Group company has adopted a corporate auditor system, and at major group companies, a board of corporate auditors consisting of three or four corporate auditors (including one full-time corporate auditor and more than half of the outside corporate auditors) has been established and directors. We audit the status of execution of duties by directors by participating in important meetings such as meetings and conducting business and accounting audits.

The full-time corporate auditors of the Company conduct audits of the Company based on the audit plan, report at regular meetings (held once) with the Representative Director, and share information. In addition, regular meetings are held by outside directors (held four times), accounting auditors (held three times), internal audit departments (held twice), full-time corporate auditors of each group company (held four times), and our compliance department (held four times). We are working to enhance and improve the effectiveness of audits by working with the compliance officers of each group company (conducted 12 times).