Corporate governance
In order to pass the toryo spirit on to the next generation and realize our Corporate Philosophy, we are working toward improving the quality of management and enhancing governance to ensure prompt and accurate decision-making.
Basic approach and promotion system
Basic approach
In order to improve the “quality of overall corporate activities,” broadly earn the trust of customers and society, and improve our corporate value, we have built a corporate governance system, which is based on our management philosophy, “Contribute to society by leaving the best works to future generations,” and we are working to ensure its proper operation.
System chart and roles of each organization
| System of Board of Directors and Executive Officers | The Board of Directors serves as a supervisory body for decisions concerning corporate management and business administration. Authority to execute the management policy decided by the Board of Directors is delegated to corporate officers to accelerate the management decision-making process and enhance business administration and supervisory functions |
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| Board of Corporate Auditors | The Board of Corporate Auditors, which consists of four corporate auditors, including two from outside, audits the execution of duties by the directors, including attendance at Board of Directors meetings. |
| Audit Office | An Audit Office has been set up as an internal audit organization to serve as a self-regulatory body for our business management activities to monitor the accuracy and validity of our business operations, financial accounting and the state of the company’s assets. |
| Corporate Sustainability Department | A Corporate Sustainability Department has been established at our Head Office for promoting education and awareness raising across the entire group in order to ensure compliance with social norms, and laws and regulations. In order to maintain effectiveness, CSR, compliance and other officers have been appointed at Head Office divisions, main offices, and group companies. |
Complying with social norms, and laws and regulations
| Independent auditor | Accounting audits are performed by independent auditors, who possess fair and universal viewpoints in accordance with the Companies Act and the Financial Instruments and Exchange Act. |
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| Corporate attorneys | Consulting agreements have been entered into with several law firms to receive guidance and advice as needed. |
| Corporate Ethics Central Committee | A Corporate Ethics Central Committee has been established to further ensure compliance with social norms, and laws and regulations. The president serves as the committee chairman, and the executive officer in charge of compliance serves as the vice chairman while relevant executive officers attend as committee members. The committee meets twice a year to identify and analyze information on corporate risks in our group and provide guidance to each group company. Specific education and awareness raising, and responses in the event of an emergency will be conducted by the Compliance Committee and the Crisis Management Committee, respectively, which are set up at lower levels of the company. |
| Compliance Committee | A Compliance Committee has been established in order to ensure thorough compliance education and awareness raising, and guidance on measures to prevent recurrence. The executive officer in charge of compliance serves as the committee chairman, and related officers and heads of relevant departments at the Head Office attend as committee members. The committee meets twice a year to understand and analyze information related to corporate risks in our group; discuss measures to prevent recurrence, and education and awareness-raising activities; and provide guidance to the entire group. |
| Crisis Management Committee | If a crisis event occurs, including natural disasters, response systems have been prepared in order to avoid and reduce risks to management, employees and others as well to enable quick, accurate, and sincere responses. We are also promoting crisis management activities during normal times. |
Promoting business that leads to value creation
| TQM Promotion Central Committee | A TQM (Takenaka Quality Management) Promotion Central Committee has been established in order to embody our corporate philosophy and to promote Takenaka Quality Management with the aim of continuing to exist as “Takenaka quality.” The president serves as the committee chairman, and an executive officer in charge of TQM serves as the vice chairman while related officers attend as committee members. The committee meets twice a year to study, plan, and deliberate on issues and problems related to overall management activities, and to improve the “quality of management” by raising the level of the “quality of works services” and the “quality of operations.” |
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| CSR Promotion Central Committee | A CSR Promotion Central Committee has been established in an effort to improve the corporate value of the Takenaka Group by deliberating and planning important CSR policies and plans across the board, including the global environment. A vice president serves as the committee chairman, and relevant officers and department heads attend as committee members. The committee meets three times a year to engage in dialog with stakeholders and to promote CSR activities throughout the group. |
| Management Plan Central Committee | A Management Plan Central Committee has been established to formulate management plans for the Takenaka Group. The president serves as the committee chairman, and relevant officers attend as committee members. The committee meets four times a year to deliberate on a basic policy for formulating the management plan, and to study and discuss matters related to this. Then a draft management plan is created. The implementation status of the management plan is also checked, and any operational problems are addressed. |
Internal Controls Basic Policy
Based on the Companies Act and the Ordinance for Enforcement of the Companies Act, our group has established an Internal Controls Basic Policy under on a common philosophy. We have also put a system in place to ensure thorough compliance and risk management, and proper business operations.