Our Corporate Governance Position
Outline of the Corporate Governance Framework
As of June 19, 2013
We adopt an auditor system consisting of ten members of the Board of Directors (including one outside director) and four Corporate Auditors (including three outside auditors). We organize the Board of Directors with members who are familiar with our businesses to make operations efficient, while enhancing the functionality of our Corporate Auditors, who include those from outside the Company, to continue to enhance the soundness of the way we do business in the future.
For important matters involving the business management of Rhythm Watch and the Rhythm Group, the members of the Board of Directors meet (in principle, once a month or more often) to make decisions on issues to be determined, as stipulated in laws and regulations and the Articles of Incorporation of the Company, as well as in the Regulations on the Board of Directors. Business matters based on the resolutions adopted by the Board of Directors are quickly executed by Directors in charge of the businesses concerned and respective department heads concerned under the leadership of the President and the Chairman of the Board of Directors. In order to establish the functionality of internal control, we expressly stipulate the authority and responsibility of those who are in charge of the respective operations in the regulations on the corporate organization, on official authority and on work sharing, respectively, while establishing appropriate administrative procedures for business administration.
Furthermore, in order to enhance the functions of the Board of Directors and stimulate the Board to make prompt decisions, important policies involving corporate management and important issues involving business administration, as well as matters for determination as defined in the Regulations on the Management Committee, are fully discussed and deliberated at the Management Committee, which is comprised of the Directors and the Standing Corporate Auditor and meets once a month or more often in principle.
Status of the Consolidation of the Internal Control System
We have established the Codes of Conduct for Compliance for both Rhythm Watch and the Rhythm Group and adopted a corporate vision stipulating that we should not only comply with applicable laws and regulations but also respect societal ethics and be engaged in a variety of activities as a good corporate citizen. We also provide compliance training for all employees of Rhythm Watch and Rhythm Group member companies to make them fully aware of the Codes of Conduct and the corporate vision.
In pursuit of business administration, respective department heads have an obligation to report illegal operating misconduct or any acts from which doubts may arise in terms of legal compliance to the Compliance Promotion Office if they come to know such acts. The Compliance Promotion Office provides compliance training for all the employees to permeate and improve the awareness of legal compliance among them, and on top of that, the Office has established an internal whistle-blowing program and offices of contacts to accept complaints from both internal and external sources.
In order to meet the requirement of establishing an internal control and auditing system under the Financial Instruments and Exchange Act of Japan, we have established the Internal Control Administrative Office inside the Finance Department. The Internal Control Administrative Office is responsible for building and operating the system and the Internal Audit Office evaluates the validity of the system.
Status of Internal Audits and Audits by Corporate Auditors
Out of the four Corporate Auditors the Company retains, one is the Standing Corporate Auditor working for the Company on a full-time basis, and the three others are part-time auditors who also attend Board of Directors meetings to ensure that the four are positioned to fully audit the way the Directors perform their duties and that they also visit the respective operating facilities on a regular basis. The Corporate Auditors interact with certified accountants from an independent accounting firm, who provide updated information about accounting audit methods and audit result reports for the Corporate Auditors.
For internal auditing, including the evaluation of the validity of internal controls, the Internal Audit Office visits the respective operating facilities, together with members selected by the Office, to conduct audits to see if operations are performed appropriately, and then reports the results to the Board of Auditors on a regular basis to ensure that internal audits and the Corporate Auditor's audits are well linked with each other. The Office also reports internal audit results to the Board of Directors on a timely basis and exchanges opinions with the Outside Directors and Outside Auditors.
