Corporate Governance

Kureha’s Corporate Philosophy, Corporate Mission, and Employee Code of Conduct together constitute our company’s identity. All executives and employees share these ideals, and constantly strive to achieve ambitious goals. Corporate governance is a critical element in maintaining and acting in accordance with this identity, and we have outlined our basic policies and stance in Kureha’s Corporate Governance Guidelines. Kureha follows these guidelines to ensure compliance and enhance internal control functions, provide for fair and transparent management, and ensure a high standard of corporate governance.

Basic Policy

Corporate Philosophy

  • We treasure people and the natural environment.
  • We constantly evolve through innovation.
  • We contribute to society by developing beneficial products.

Corporate Mission

Kureha will continually strive in the pursuit of excellence.

Employee Code of Conduct

We always act as global corporate citizens, recognizing our corporate social responsibilities

In relation to our clients:
We will act with sincerity and with customer satisfaction as our priority.

In relation to our work:
We will consistently pursue progress and innovation.
We will consistently respond to change and act with a global perspective.

In relation to our colleagues:
We will maintain mutual respect and exhibit teamwork.

Corporate Governance Framework

Diagram of Internal Control Systems (As of June 2016)

Diagram of Internal Control Systems (As of June 2016)

Decision-Making, Execution and Management Framework

  1. Supervisory and executive responsibilities are clearly distinguished to strengthen corporate governance and accelerate managerial decision-making and execution.

    The Board of Directors, which is limited to a maximum of 10 directors including at least two independent external directors, currently consists of 4 directors and 3 external directors. The Board, presided over by the President & Representative Director, meets once a month in principle, to make decisions on important management issues and supervise execution.

    The Executive Committee, chaired by the President & Chief Executive Officer (CEO) and comprised of executive officers, meets twice a month in principle. The committee considers basic authoritative policies and mid- and long-term management strategies that cover all aspects of general management. The committee members pass resolutions on issues as authorized in official company regulations and take steps to ensure speedy implementation.

    To clarify responsibilities for fiscal year results, a one-year term is given to all directors and executive officers.

  2. A total of four members, including two independent external members, forms the Audit & Supervisory Board. This board works within a framework that allows them to monitor the deliberation processes of board resolutions and reports, as well as have a board representative attend and monitor meetings of the Executive Committee and the Consolidated Executive Committee. In addition, the board members are able to access documentation including all documents requiring senior approval, results of internal audits, documentation on the status of customer inquiries, and inquiries and reports to the Compliance Hotline.

    The Audit & Supervisory Board members interact with accounting and internal control functions, for example to exchange opinions on audit planning and progress. They also regularly exchange opinions with the President & Representative Director and external directors on management matters including corporate governance, business conditions and issues that the Company should address. Furthermore, they are promptly informed of any critical management issues as well as inquiries to the Company’s Compliance Hotline by the Board of Directors, and may request additional information from directors, executives or employees if considered necessary.

  3. The operations of Kureha Group companies are supervised and managed in accordance with the Group Company Management Rules, in which the obligations of group companies are clearly specified, while giving autonomy, in terms of certain business and management issues required for reporting and consultation prior to making decisions within their companies. In addition, the Consolidated Executive Committee, set up to unify the Kureha Group’s internal policies and long-term management vision, is chaired by the President & CEO. It serves as a forum to exchange views on basic management policies and business strategies with representatives from each group company, with the aim of strengthening consolidated management.

Selection of board directors

Board director candidates are selected with a view to enhancing the long-term value of the Company and based on the comprehensive assessment of their integrity and character as well as breadth of experience, while also ensuring that the board maintains a balance of individuals with various abilities and functions.

Appointment of independent directors and auditors

Presently Kureha has appointed three external directors and two external auditors. External directors utilize their extensive experience and insight as former managers to provide independent and fair supervision of the Company’s management decisions. External auditors provide auditing from an independent perspective based on their extensive experience and expertise regarding corporate law, corporate finance, and accounting.
The external directors and auditors currently serving Kureha fulfill the requirements for independent executives as prescribed by the Tokyo Stock Exchange, as well as the “Criteria for Determining the Independence of Outside Executives” established by the Company. The Company has determined that there is no conflict of interest with general shareholders.

Internal Control System

To further strengthen its internal control system, Kureha has established a set of basic policies, committees and internal rules to ensure that it observes laws and regulations and conducts its business operations in an appropriate and fair manner.Under this system, Kureha publishes Internal Control Reports under the responsibility of the President & CEO. In addition, Kureha has also established a set of Basic Rules for Internal Control of Financial Reports to ensure the reliability of the financial reports and to guarantee implementation of management’s assessment and certified public accountant’s auditing of the effectiveness of internal control of financial reports, as stipulated in the Financial Instruments and Exchange Law.

Independent internal control and auditing body

The Internal Control and Auditing Department, which acts independently of other departments and under direct management and supervision of the President & CEO, regularly performs internal auditing within the Company and its group companies based on an annual audit plan approved by the Board of Directors. Results of their audits are all reported to the Executive Committee. This department then assesses the suitability and effectiveness of internal management control systems including compliance and risk management, and proposes necessary or desired changes and improvements, so as to enhance management efficiency and public trust in Kureha.
The Internal Control and Auditing Department also collaborates closely with and provides daily assistance to members of the Audit & Supervisory Board, ensuring that the board can efficiently execute their supervisory duties.

Compliance program framework

Kureha has in place a compliance program framework based on the Kureha Group Ethical Charter and its Compliance Rules. The Company’s compliance objective is to ensure that all executives and employees act in a manner that is consistent with legal compliance and that also meets the standards of our society, and this framework is constantly being improved and reinforced so as to cultivate a compliance-focused corporate culture.
The Compliance Committee, led by a Representative Director, keeps officers and employees informed of compliance issues through training programs and other activities based on the Compliance Handbook and the Compliance Standards.
Direct access to internal and external (legal) advisers for inquiries and reporting on compliance issues (“Compliance Hotline”) is maintained so that legal violations, confirmed or suspected, can be detected and deterred at an early stage. The Company assures that, as stated in internal Rules for Handling Compliance Hotline Inquiries, callers to the Compliance Hotline are not subject to retribution or any disadvantageous treatment due to their inquiries and reports.
In regard to the ‘anti-social forces’ (a group or individuals who use violence, force, threats or other fraudulent means to pursue economic benefits), Kureha takes a resolute and adamant attitude against them, and keeps executives and employees informed of this stance and policy. It also takes an appropriate organized approach to prevent potential damages caused by anti-social forces, while collaborating closely with relevant governmental agencies and external organizations.

Responsible Care programs

Under the direction of the Corporate Social Responsibility (CSR) Committee and the Kureha Group Responsible Care Committee, Kureha implements various programs to protect the environment, improve labor safety and health, ensure product safety and quality as well as to promote community engagement. The committees also work with all group companies and provide support for their Responsible Care initiatives.

Internal control for financial reporting

Kureha ensures the reliability of its financial reports and guarantee implementation of management’s assessment and certified public accountant’s auditing of the effectiveness of internal control of financial reports, as stipulated in the Financial Instruments and Exchange Law, based on internal Basic Rules for Internal Control of Financial Reports. Subsequently, Internal Control Reports are published under the responsibility of the President & CEO.

Risk Management System

The Risk Management Committee, the CSR Committee and the Information Management Committee is each tasked with recognizing related risks, and proposes concrete measures to the President & Representative Director aimed at reducing and avoiding risk and manages implementation.
In addition, to respond to unforeseen circumstances, a system is in place for the establishment of an emergency response task force, with the objective of prioritizing 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.
To address environmental and safety risks, management procedures for the environment, quality, and labor safety have been established that comply with ISO 14001, ISO 9001, and OHSAS 18001 standards. In addition, Kureha is also continuing with ongoing efforts to improve environmental conservation, quality assurance, and occupational health and safety.

Independent auditing firm

Kureha’s financial statements are audited by Ernst & Young ShinNihon LLC. The certified public accountants who carried out the Company’s audit for the fiscal year ended March 31, 2016, were Takayoshi Fusegi, Masato Saito and Tatsuya Kushida, all of whom had been involved in the auditing activities for Kureha for less than seven years. They were assisted by 11 certified public accountants, 8 junior accountants and 9 other staff.