Corporate Governance, Compliance and Risk Management
Kureha is committed to ensuring fair and highly transparent management according to our Corporate Governance Guidelines, through which Kureha pursues sustainable growth and improves the long-term growth of corporate value for the Kureha Group. In addition, Kureha is working to cultivate a compliance-focused corporate culture with a compliance program framework based on the Kureha Group Ethical Charter and its Compliance Rules.
Corporate Governance & Internal Control Systems
Supervisory and executive responsibilities are clearly distinguished to strengthen corporate governance and accelerate managerial decision-making and business execution.
The Board of Directors, which includes two outside directors whose duties are independent from those of inside directors, is limited to a maximum membership of ten directors and currently consists of five directors. The Board, presided over by the President & Chief Executive Officer, makes decisions on important management issues and supervises business execution. Auditing is performed by a team of three corporate auditors (including two outside corporate auditors).
To strengthen its internal control system, Kureha has established the Internal Control System Basic Policy along with committees and internal rules to ensure that it observes laws and regulations and conducts its business operations in an appropriate and fair manner.The Internal Control and Auditing Department acts independently of other departments and assesses the suitability and effectiveness of internal management control systems that include compliance and risk management.
Compliance with Japan's Corporate Governance Code
Japan's Corporate Governance Code is a compilation of various regulations aimed at ensuring substantive corporate governance at listed companies. It was formulated in March 2015 in response to revisions made to the Japanese government’s growth strategy, the Japan Revitalization Strategy, in 2014.
Kureha considers thorough corporate governance to be of vital importance for strengthening the management base to achieve medium- to long-term corporate growth. In November 2015, the Company formulated its own Corporate Governance Guidelines to comply with the code.
Putting Compliance into Practice
The Compliance Committee, led by the President, has prepared a Compliance Handbook based on the Kureha Group Ethical Charter and its code of conduct. The Committee regularly conducts training programs with this handbook to convey to employees the importance of compliance and ensure laws and corporate rules are followed.
In addition, direct access to internal and external legal advisers for inquiries and reporting on compliance issues is maintained so that legal violations, whether confirmed or suspected, can be detected and deterred at an early stage.
Risk Management System
In response to various types of risk accompanying business activities, Kureha has established a risk management structure consisting of the Risk Management Committee, the CSR Committee, and the Information Management Committee. Each committee is tasked with recognizing related risks and proposing concrete measures to the President & Chief Executive Officer with the aim of reducing and avoiding risk.
In addition, to respond to unforeseen circumstances, the Business Continuity Plan is in place for the establishment of an emergency response task force, with the objective of giving the highest priority to the safety of personnel, minimizing economic damage, and ensuring the continuation of corporate activities.
In terms of information management, Kureha works rigorously to ensure appropriate security and disclosure based on its regulations for information control, security, and disclosure, with individual committees set up to oversee each of these areas.