Basic Approach to Corporate Governance
Basic Approach
G-TEKT recognizes that we have a responsibility to contribute to the resolution of environmental and social issues that we face through our business activities so that society can develop sustainably, and in order to fulfill this responsibility, it is necessary for us to improve our business performance and achieve sustainable growth over the medium to long term. To achieve this, we aim to establish appropriate corporate governance that enables us to provide information and engage in dialogue with our stakeholders, including shareholders, customers, employees, and the local community, to increase our transparency as a company, and to conduct ongoing business activities under an effective and sound organizational structure that ensures the rights of our shareholders. As part of these efforts, we established an advisory committee (currently the Nomination and Remuneration Advisory Committee) in 2015 and published a skill matrix in 2021 to show the experience and capabilities of the members of the Board of Directors, with the aim of strengthening accountability.
G-TEKT Basic Corporate Governance Policy（PDF：309KB）
Compliance with the Corporate Governance Code
Based on research and study of the Corporate Governance Code formulated by the Tokyo Stock Exchange, we have formulated the G-TEKT Basic Corporate Governance Policy, which sets forth the basic approach, framework, and operational policies for corporate governance in order to realize effective corporate governance, and we are promoting and implementing measures based on this policy.
In light of the fact that the diversity of the Board of Directors and the increase in the ratio of Independent Outside Board Members have become important concerns for institutional investors in recent years, in the fiscal year ended March 31, 2019, the Company reviewed the composition of the Board of Directors, appointed the first female Board Member, and increased the ratio of Independent Outside Board Members to at least one-third and at least two members. In addition, we revised the standards for deliberation by the Board of Directors to speed up decision-making. These initiatives are disclosed in the Corporate Governance Report. In June 2021, the Corporate Governance Code was revised with regard to items such as improving the functioning of the Board of Directors, ensuring the diversity of core human resources, and addressing issues related to sustainability. In light of this, the Company has been taking measures such as disclosing the abilities and experience of Board Members using a skill matrix and formulating a policy for securing diversity in human resources, and will continue to respond to the revised content.
Corporate Governance Report (in Japanese)（PDF：256KB）
Compliance
As a company keenly aware of compliance, we ensure compliance with all applicable laws and company regulations. As well, we always act in good faith as a model of a good corporate citizen. We view compliance as a way to fulfill the expectations of stakeholders, and have created the G-TEKT’s Code of Conduct for setting out the principles that every employee needs for abiding by the highest ethical standards. These guidelines are publicized for every employee. In addition to raising awareness on compliance, we also make continual improvements to prevent scandals and to quickly address them head on as well as to ensure that compliance is always a top priority.
Tax Policy
G-TEKT CORPORATION (the “Company”) establishes its tax policy and complies with it to fulfill responsibility for appropriate tax payments throughout its group.
1. General Principle
The Company contributes to financials of each country by appropriate tax payment in accordance with local laws and regulations in each country.
2. Transfer Pricing
The Company applies OECD transfer pricing guideline and the Base Erosion and Profit Shifting (BEPS) as overarching guiding principles for international transactions. It does not apply tax incentives that deviates from the intent of laws and regulations.
3. Governance
The Company is committed to resolve tax issues in a timely manner in cooperation with our overseas subsidiaries when it identifies them. Further, when it specifies highly important issues, it reports them to The Board of Directors of the Company. It reports them to Audit and Supervisory Board as well.
4. Promoting Tax Compliance Mindset and Knowledge
The Company is committed to educating its employees on tax compliance through its training programs.
5. Relationship with Tax Authorities
The Company makes efforts to have a productive relationship with each tax authority and sincerely responds to a request from tax authorities for providing information and takes measures to prevent recurrence to matters that tax authorities pointed out. Further, if disagreement arises, the company makes efforts to resolve it with constructive dialogue.
6. Scope of Application
This policy applies to The Company’s all officers and employees. The Company also requests all business partners involved in its business activities to understand and cooperate with this policy.
7. Positioning
This policy supplements The Company's Philosophy and Code of Conduct.
Risk Management
For sound business practices, we identify and analyze the many types of risk facing management, and we strive to take the necessary steps to control them. The business risks facing our company and ways of managing these risks have grown more diverse and complex. In response, we have established the Risk Management Subcommittee under the Corporate Governance Committee with the goal of monitoring risks and addressing risk management issues that are shared across the company. Specifically, we prepare for the rapid restoration of operations in case of an emergency by developing business continuity plans (BCPs) for every domestic plant based on the scenario of a massive earthquake or other natural disaster.
Initiatives to Strengthen Corporate Governance
In order to strengthen the management system that can promptly respond to changes in the business environment, the officers in charge of business execution are delegated executive officers (term of office is one fiscal year), and the Executive Board, which consists of operations directors and above, has been established as a deliberative body in advance of the Board of Directors to clarify roles and responsibilities regarding business execution and to speed up management decision-making. The Board of Directors has been streamlined by reducing the number of its members. However, we have introduced a system of multiple outside directors and have built a system that focuses on the direction of management and the monitoring and supervisory functions of the directors' business execution.
In recent years, we have been conducting self-evaluations of the effectiveness of the Board of Directors every fiscal year to provide an opportunity for periodic system reviews, and promoting the establishment of global governance in light of the importance of managing not only Japan but also the entire Group, including overseas companies.
Initiatives to Prevent Corruption
In response to the recent strengthening of anti-corruption measures at the global level, we established an Anti-Bribery Policy in December 2017 with the aim of maintaining sound and transparent relationships with public officials, customers, and business partners, and we are working daily to prevent corruption. This policy is designed to ensure that the companies, officers, and employees of the G-TEKT Group comply in their business activities with the bribery control laws and regulations of various countries, including Japan's Unfair Competition Prevention Act, the U.S. Foreign Corrupt Practices Act (FCPA), and the U.K. Bribery Act (UKBA). The Company has established policies that must be followed.
The Compliance Officer, who is appointed from among the Company's officers, monitors the appropriate implementation of this policy and reports any problems to the Board of Directors. In addition, we have established a whistle-blowing contact for anonymous reporting, and have built a system to enhance the effectiveness of our anti-corruption operations through continuous and practical anti-bribery education and training.
Anti-Bribery Policy（PDF：79KB）
Promotion of Fair Business Practices
Recognizing the importance of Anti-Monopoly Act, and with the aim of complying with the competition laws (including relevant laws and regulations) of various countries and regions, including the Anti-Monopoly Act (Act on Prohibition of Private Monopolization and Maintenance of Fair Trade), with respect to our activities as a company, including the operation of all meetings in which companies and executives and employees of the G-TEKT Group participate, we established a Compliance Policy of Competition Law in December 2017, declaring that we will not permit any activities that conflict with competition laws.
Prohibited Matters
At meetings attended by executives and employees of other companies in the same industry, each company's executives and employees shall not engage in discussions or exchange information to engage in the following activities.
- (1) Actions to restrict competition by agreeing on sales price, supply volume, etc.
- (2) Agreements on pricing strategy, price structure, schedule of price changes, terms of substitution, etc.
- (3) Agreements on restrictions on sales destinations, sales regions, production models, etc.
- (4) Restricting competition by making agreements on customers, transaction volume, sales, market share, etc.
- (5) Any other actions that may violate competition laws.
In addition to the above, no other acts that violate or conflict with competition laws shall be conducted.
Compliance Policy of Competition Law（PDF：87KB）
Prohibition of forced labor and child labor
We respect the "Fundamental Principles and Rights at Work" by the International Labour Organization (ILO).
In December 2017, we established the Anti-Forced and Child Labor Policy to ensure that companies, executives and employees of the G-TEKT Group comply with various laws and regulations regarding the prohibition of forced and child labor, and declared that we do not tolerate any forced or child labor.
The Compliance Officer, who is appointed from among the Company's officers, monitors the proper implementation of this policy and reports any problems to the Board of Directors. Furthermore, each company and its officers and employees thoroughly check the laws and regulations regarding the prohibition of forced labor and child labor in the country or region where they are located, and take care not to violate them.
In order to increase the effectiveness of our efforts, we have established a whistle-blowing contact that allows anonymous reporting, and we continuously provide education on the prohibition of forced labor and child labor through training and other programs.
Anti-Forced and Child Labor Policy（PDF：78KB）
Efforts to Build Global Governance
The Company and its subsidiaries, while sharing the same basic approach to corporate governance, are working to enhance an independent and responsible corporate governance system in line with the laws and regulations of each country and the local business environment. Moreover, we aim to improve the compliance and risk management of the entire Group by appointing the managers of subsidiaries as members of the Compliance Subcommittee and the Risk Management Subcommittee of the Company.
In the area of compliance, in addition to supporting the establishment of corporate governance systems for overseas subsidiaries by the Corporate Governance Committee, we have formulated basic policies for the entire Group regarding bribery, cartels, forced labor, and child labor. In the area of risk management, we have created a risk map for each country in which we operate and are promoting measures to deal with major risks.
