Corporate governance

We at the NICHIAS Group believe that enhancing transparency, fairness and efficiency in management and stably improving our corporate value over a long period of time are the top priorities for the management.

Corporate governance

Improvement of the corporate value of the Nichias Group is only possible after it accomplishes its social mission through fair corporate activities and gains the trust and support of all its stakeholders. Enhancing the group’s corporate governance is an essential platform for creating a framework for this.

In order to increase the transparency and fairness of management and rapidly carry out managerial decision making, the Nichias Board of Directors comprises eight directors who are highly knowledgeable and experienced in the company businesses, and two outside directors who contribute proposals from an independent standpoint. They hold meetings on a specific day each month and extraordinary meetings when necessary to make important managerial decisions. In fiscal 2016, they met a total of 14 times. In addition, management meetings of the directors, full-time auditors, and executives in charge of each division are normally held on a weekly basis, serving as a deliberative body to ensure the efficiency of the board meeting. The meeting provides a framework that facilitates consideration of matters for approval, issues on company-level management and important individual matters, and flexible decision-making.

Also, the Board of Company Auditors is made up of outside auditors and full-time auditors who are knowledgeable in specialized fields to ensure the objectivity and neutrality of the managerial monitoring system, and actively expresses its opinions concerning management.

Further, with respect to internal controls, the Internal Control Audit Room systematically implements internal audits of the Nichias group. In fiscal 2016, it conducted internal audits of 15 business units within the company (13 in sales and 2 in manufacturing) and 16 companies within the group (7 in Japan and 9 overseas).

By establishing such systems, the company is increasing the transparency, fairness, and effectiveness of its management.

Corporate Governance System Chart

Compliance activities

The Nichias Group is proactively engaged in compliance activities, in running its businesses and as a member of society, in accordance with public decency and common sense in addition to the laws, regulations and company rules, so that it can establish good relationships with its many stakeholders.

Nichias’ HQ Compliance Committee, which meets each month, and Divisional Compliance Committees, which hold quarterly meetings at their respective workplaces every three months, provide a basis for such activities, with the intention of eliminating behaviors that could lead to compliance violations.

In fiscal 2016, a questionnaire survey of all employees (which is conducted roughly every three years) was carried out as a fixed point observation. Also, in addition to education through hierarchy-oriented training etc. and compliance awareness posters about the first contact point, the Compliance Hotline, Nichias is also making a positive effort to establish a system accessible to the employees, so that it can raise their awareness about compliance and make it easy for them to report matters that raise concerns, through such activities as setting up a Compliance Portal Site on the internal network, providing educational materials to all employees, etc.

Furthermore, Nichias is continuing its efforts to put compliance management into practice within a highly transparent system through such improvements as setting up a third party General Hotline.

Protection of Intellectual Property

In the company group, intellectual property (IP) is positioned as an important matter in the continuing development of its business.

As a result, with respect to technology created by new product development and new research, we actively promote acquisition of rights and strive to protect technology. When a new product goes to market, the group respects the intellectual property rights of others, conducts the appropriate surveys and checks so that there are no infringements of rights, and responds appropriately to infringements of rights from others. Also, by conducting counterfeit product surveys as appropriate and suitably responding when counterfeit products are discovered, the group is working to maintain and improve the brand value of products and ensure the safety of users.

Risk management system

Our social mission is to stably provide products and services based on our Insulation and Protection technologies, and we ensure continuity and stable development of our businesses through the execution of risk management. We have established a system that enables the entire company to quickly cope with the situation when we face significant management risks by setting up an Emergency Response Headquarters.

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