Basic Views on
Corporate Governance
The SHO-BOND Group is engaged in comprehensive maintenance of infrastructure under its corporate philosophy of “With a sense of mission of ‘inheriting and passing on social infrastructure to the next generation in good condition’ we will contribute to the realization of a safe and affluent society by utilizing our advanced technological development capability as a leading company in the structure maintenance business.”
As a leader in the maintenance industry, corporate governance is one of the most important management issues to earn the trust of stakeholders, including shareholders, investors, and employees, and to achieve sustainable growth and increase corporate value over the medium to long term. We will continue sound management by enhancing corporate governance that enables transparent, fair, prompt, and decisive decision-making.
Overview of Corporate Governance System
Organizational Structure and Business Execution System
SHO-BOND is a company with an Audit and Supervisory Committee. This system is used to strengthen the supervisory function of the Board of Directors and strengthen corporate governance. SHO-BOND aims to accomplish this by using the Audit and Supervisory Committee with Outside Directors accounting for the majority of members and giving the directors who are also members of this committee the right to vote on resolutions at the Board of Directors. In addition, SHO-BOND has established the Nomination and Remuneration Advisory Committee as a voluntary advisory body in order to strengthen the independence, objectivity, and accountability of the Board of Directors.
The Executive Committee meets twice every month as a rule to assist decision-making by the President and Representative Director and discusses and reaches decisions about important matters involving management. The Risk Management Committee and other internal committees are established as an advisory body for the President and Representative Director. Important matters are discussed at these committees, and submitted and reported to the Executive Committee.
Board of Directors
The Board of Directors has eight members including four directors who are members of the Audit and Supervisory Committee. The directors discuss and reach decisions about important matters involving management as prescribed by laws and regulations and the rules for the Board of Directors. As a rule, the board meets once every month and meets at other times as needed in order to reach decisions quickly.
Audit and Supervisory Committee
The Audit and Supervisory Committee has four members, of whom three are Outside Directors.
As a rule, the committee meets once every month and meets at other times as needed. The Audit and Supervisory Committee, as an independent body, audits and supervises the performance of directors who are not members of the Audit and Supervisory Committee. The committee also prepares audit reports and makes decisions on other stipulated matters based on laws and regulations, the Articles of Incorporation, and Audit and Supervisory Committee rules and audit standards. The Audit and Supervisory Committee works with the accounting auditor and the Audit Office to perform audits efficiently.
Nomination and Remuneration Advisory Committee
The Nomination and Remuneration Advisory Committee has four members: three Outside Directors and the President and Representative Director. This committee is actively involved in the formation and execution of the succession plan for the President and has adequate discussions on directors’ nomination and remuneration while giving opinions and advice to the Board of Directors.
Executive Committee
The President and Representative Director presides over the Executive Committee as a body to assist his decision-making in management. This committee consists of directors outside the Audit and Supervisory Committee and senior executives nominated by the President, including the executives of SHO-BOND subsidiaries. As a rule, the committee meets twice every month and meets at other times as needed in order to reach decisions quickly.
Internal Committees
Major committees related to business execution include the Risk Management Committee, Sustainability Committee, Internal Control Committee, and Asset Management Committee. Important management issues are continuously discussed by theme at these committees and submitted and reported to the Executive Committee as needed.
Basic Views On
Eliminating Antisocial Forces
The Group has established “Eliminate antisocial forces” in the SHO-BOND Group Code of Conduct and stipulated that all unlawful demands by antisocial forces shall be eradicated and relationships shall be cut off.
We recognize that any relationship with antisocial forces, including unlawful demands from them, is a serious compliance risk. We manage risks following the policies and systems set forth in the risk management rules and strive to prevent damage by regular communication with the local police and companies to collect information on antisocial forces.
As compliance practices, we have prepared a compliance handbook and disseminated it throughout the Group.
We also provide education on compliance through company-wide e-learning and rank-specific training to enhance knowledge and awareness.
- Materiality
- ISO certifications
Environment
Social
Governance
