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GovernamceCorporate Governance
Basic Policy on Corporate Governance
We have established a Code of Corporate Conduct to realize our business philosophy of " We Strive to create a safe, comfortable and enriching society using world-class technology and expertise." Our corporate culture—based on integrity and technology—guides us as we fulfill our social mission. In the spirit of Japan's Corporate Governance Code, we have also established a Basic Policy on Corporate Governance in order to achieve transparent, fair, timely and decisive decision-making in corporate governance. In line with this Basic Policy, we will strive to achieve sustainable growth as a company and increase our corporate value over the mid- to long-term. The following is an overview of our Basic Policy on Corporate Governance.
- We will develop an environment in which shareholders can exercise their rights, and will give adequate consideration to securing the effective equal treatment of shareholders.
- We will strive to sustainably grow the CTI Engineering Group and increase its corporate value over the mid- to long-term through appropriate collaboration with its stakeholders, including shareholders, employees, clients, business partners, and local communities.
- We will appropriately disclose financial and non-financial information related to the management of the CTI Engineering Group in compliance with relevant laws and regulations, and will also strive to actively provide information beyond that required by law.
- Given its fiduciary responsibility and accountability to shareholders, the Board of Directors will appropriately fulfill its roles and responsibilities to enhance profitability, capital efficiency, and other aspects of the CTI Engineering Group with the aim of promoting sustainable growth and increasing corporate value over the mid- to long-term.
- In order to grow the CTI Engineering Group sustainably and increase its corporate value over the mid- to long-term, we will engage in constructive dialogue with shareholders even outside of the general shareholder meeting.
Corporate Governance System
| Names of Meeting Bodies |
Purpose | Frequency | Composition | Chaired by |
|---|---|---|---|---|
| Board of Directors |
In addition to matters prescribed in laws and regulations and the Articles of Incorporation, it resolves matters stipulated in the Regulations of the Board of Directors and particularly important matters pertaining to the management of the Group, such as our Group’s vision, Mid-Term Management Plan, and global strategy. | At least once a month | 11 directors(including 4 external directors) |
Tetsumi Nakamura, Director,Chairman |
| Nomination & Remuneration Advisory Committee | The Nomination & Remuneration Advisory Committee deliberates on matters related to the appointment and remuneration of directors and auditors and reports to the Board of Directors. In doing so, the Committee enhances the fairness and transparency of management and strengthens the independence, objectivity, and accountability of the functions of the Board of Directors. | 5 times a year | 4 external directors 2 Representative Directors |
Fumiko Kosao, External Director |
| Corporate Governance Committee |
The Corporate Governance Committee aims to improve the governance function of the Board of Directors. In response to inquiries from the Board of Directors, the Committee deliberates and reports to the Board of Directors on matters related to the evaluation of the effectiveness of the Board of Directors, matters related to measures to improve the effectiveness of the Board of Directors, and other matters related to the Company's corporate governance, thereby improving the effectiveness of the Board of Directors. | 5 times a year | 4 external directors 2 Representative Directors |
Yoshihisa Sonobe, External Director |
| Management Meeting |
Prior to deliberations by the Board of Directors, the Management Meeting holds substantive discussions on matters necessary for the execution of business in response to consultations by the Representative Director and President, CEO. The Management Meeting also decides the agenda items and proposals to be reported to the Board of Directors in a flexible manner to enhance management efficiency. | At least once a month | Representative DirectorsChiefs at headquarters Chiefs of branch offices and others | Tatsuya Nishimura, Representative Director and President, CEO |
| Executive Officers’ Meeting |
The Executive Officers’ Meeting promotes collaboration among the executive officers by informing participants of decisions reached at the Board of Directors’ meetings, and reporting on matters such as instructions from the Representative Director and President, CEO and the status of business execution. Through these initiatives, the Executive Officers’ Meeting strengthens the Board of Directors’ decision-making and business supervisory functions, in order to improve its management efficiency including accelerating the decision-making process. | Monthly | Representative Director and President, CEO Executive officers | Tatsuya Nishimura, Representative Director and President, CEO |
| Group Management Meeting | The Group Management Meeting deliberates or reports on necessary matters related to Group management, thereby strengthening collaboration in Group management. | Quarterly (four times a year) |
Representative Directors Presidents of consolidated subsidiaries Directors responsible for supervising consolidated subsidiaries |
Tatsuya Nishimura, Representative Director and President, CEO |
| Audit & Supervisory Board |
In light of its fiduciary responsibility to shareholders, the Audit & Supervisory Board appropriately performs operational and accounting audit functions based on the Auditing Standards by Auditors stipulated by the Audit & Supervisory Board, exercises its authority from the perspectives of promoting the CTI Engineering Group’s sustained growth and the enhancement of the Group’s corporate value, and proactively and vigorously audits the Board of Directors and the management team. | Monthly | 4 auditors (including 2 external auditors) |
Akira Tateyama Full-time Auditor |
| Risk Management Committee | The Committee ensures appropriate risk management for the CTI Engineering Group, formulates policy measures related to risk management, identifies risks, assesses the extent of damage, formulates countermeasures, etc. and provides guidance and supervision. | 3 times a year | Risk management leads, individuals appointed by the Chairperson |
Tatsuya Nishimura, Representative Director and President, CEO |
| Sustainability Committee | The Committee has two main goals: (1) increasing corporate value by promoting sustainability, considering measures that contribute to the creation of a sustainable society, and overseeing information related to ESG that should be disclosed; and (2) supervising activities of the CTI Engineering Group Challenges for Sustainability, while proposing and evaluating measures related to sustainability management (mainly non-financial information such as ESG), and promoting sustainability management. | 5 times a year | Representative Directors and President, CEOChiefs at headquarters Chiefs of branch offices and others |
Tatsuya Nishimura, Representative Director and President, CEO |