Corporate Profile
Corporate Governance
Asahi Industries' corporate governance is based on fair and sound management, putting emphasis on the followings.
- Flexible corporate structure to respond to changes in management environments
- Management transparency by providing shareholders and people outside the company with fair, timely and appropriate information.
- Pursuit of efficient management on the basis of rational decisions
- Compliance with corporate ethics
- Management based on thorough compliance with laws and regulations
We are aware that it is our significant management task to enhance and promote our corporate governance under the following management structures.
Board of Directors
The Board of Directors that is Asahi Industries' highest decision-making and supervisory body for management has nine members, comprising a representative director and eight directors (as of June 25, 2010), all of whom are inside directors. A meeting of the Board of Directors is held once a month and from time to time whenever the need arises. In the fiscal year ended March 31, 2010, 23 meetings were held.
Board of Corporate Auditors
Asahi Industries has adopted a corporate auditing system. The Board of Corporate Auditors has four corporate auditors, comprising two full-time and two external auditors, one of whom is a legal expert and another has experience in managing a company as a director. The corporate auditors play an important role to improve the corporate auditing system through activities such as attending important meetings including meetings of the Board of Directors and expressing their opinions where necessary, closely working with certified public accountants (belonging to the auditing firm) and our internal auditing staff in the Internal Control Department.
Corporate Management Meeting and Business Management Meeting
A corporate management meeting is held on a regular basis and from time to time whenever the need arises to deliberate, adjust and decide on managerial matters and other important matters including medium- and long-term projections of profit and loss, production and sale, human resources and R&D, some of which may be resolved at meetings of the Board of Directors. The members are comprised of directors, full-time auditors, general managers, advisors to the Internal Control Department and Environment and Safety Management Department, Finance and Accounting Manager, General Administration and Personnel Manager and Corporate Planning Manager. In the fiscal year ended March 31, 2010, 37 meetings were held.
A business management meeting is held once a month per sector (steel business sector and agribusiness sector respectively) to share information such as monthly business results, review and adjust the medium- and long-term projections and raise and deliberate issues for the purposes of improvement of business performance and risk prevention. Steel business department managers attend business management meetings of steel business and agribusiness department managers attend those of agribusiness in addition to the members of corporate management meetings. Furthermore, a business management meeting of Asahi Industries Group is held on a quarterly basis and presidents of Asahi Industries Group companies and administration managers attend it with the members of business management meetings.
Committees
Asahi Industries has established the following committees as advisory bodies to the corporate management meetings.
- Compliance Committee
- Risk Management Committee
- Environment, Safety and Health Committee
- Human Resources Development Committee
- Capital Investment Committee
Each committee is responsible for planning and deliberation regarding its relevant matters and report on important mattes to the corporate management meeting.
Internal Control Department
Internal Control Department consists of internal audit staff and internal control staff members.
- Internal audit staff members conduct internal audits of each business execution according to internal audit plans, in cooperation with corporate auditors and certified public accountants (belonging to the auditing firm).
- Internal control staff members adjust, review and evaluate internal controls regarding financial reports.
