Corporate governance focused on the management of sustainability activities provides an integral foundation for Toppan’s approach to fulfilling corporate social responsibilities as a group of companies dedicated to furthering sustainable growth hand-in-hand with the development of society at large.
Toppan has formulated a Basic Policy on Corporate Governance to further strengthen corporate governance based on a full understanding of the spirit and aims of the principles of the Corporate Governance Code established by the Tokyo Stock Exchange.
Toppan and its Group companies work together to implement consolidated management under the Related Company Administration Regulations prescribed for the advancement of fair management within the Group. Through this approach, the Toppan Group implements governance aimed at maximizing the value of the entire Group.
Toppan’s governance structure employs an Audit & Supervisory Board.
As an entity entrusted by shareholders, the Board of Directors strives to achieve sustainable growth and a medium- to long-term increase in the corporate value of the Group while overseeing important managerial decision-making and the execution of duties by each director.
An Audit & Supervisory Board composed of a majority of independent external members audits the execution of duties by directors from a position independent of management.
An Advisory Committee for Nomination and Remuneration has also been set up to enhance the objectivity and transparency of personnel affairs and remuneration of directors.
Toppan has adopted an executive officer system to clarify the authority and responsibilities of those in charge of business execution.
■ Directors, Board of Directors, and Various Meetings
Toppan’s Board of Directors is composed of 17 Company directors and three external directors, two of whom are independent officers (as of the end of March 2018). Board meetings are held monthly and whenever a pressing matter requires action or deliberation. Especially important matters are deliberated beforehand by the Management Committee, a body made up of directors nominated by the President & Representative Director. The goal is to lay weight on managerial efficiency in business decision-making. Toppan has also adopted an executive officer system to clarify the authority and responsibilities of those in charge of business execution and enable prompt responses to changes in business circumstances. An Advisory Committee for Nomination and Remuneration for directors has also been in place since fiscal 2017. The Company partially revised its executive officer system in May 2018.
■ Audit & Supervisory Board, Board Members, and Audit Firm
As of the end of March 2018, Toppan has five audit & supervisory board members, including three external members who are independent officers. Along with their own board meetings, the board members attend meetings of the Board of Directors, meetings of the Management Committee, and other important meetings on risk management. These board members systematically manage the implementation of audits of operational sites and Group companies in close cooperation with the audit firm and internal audit-related departments of the Company. By these means, they audit and advise the Company from a preventive perspective to ensure the legality of the operations of the directors and departments and smooth and appropriate corporate management in line with company policies and regulations. They also regularly convene a meeting of audit & supervisory boards from related companies to improve the effectiveness of the audits by board members across the Group. Toppan has had KPMG AZSA LLC verify the propriety of the Company’s accounts through audits in order to enhance the reliability and transparency of the Company’s financial information.
■ Strengthening Audit Functions
The Management Audit Office is a body established independently from the business divisions of the Company. Working from legal and rational viewpoints, the office conducts fair and objective audits on the administrative and operational systems of management activities and the practical status of the Company’s operations. The office provides feedback to the relevant departments on issues identified, proposes measures for improvement, and reports the audit results to the President & Representative Director, directors in charge of relevant departments, and audit & supervisory board members.
The Compliance Department in the Legal Affairs & Intellectual Property Division spearheads the Company’s initiatives to ensure the strict observance of laws and regulations and to firmly establish ethical business practices. The department is responsible for ensuring that employees are fully informed of the Conduct Guidelines, organizing employee education on compliance with applicable laws, and implementing internal audits on information security. The department also reports to the Audit & Supervisory Board on legal violations and misconduct, such as collusion, illicit trading, bribery, and other forms of corruption.
Toppan addresses such issues via the Toppan Group Helpline, an internal reporting system open to all Group employees for use when a legal violation or improper conduct comes to light. The Ecology Center in the Manufacturing Management Division, meanwhile, oversees environmental activities across the Group, conducts internal audits at operational sites, and monitors the progress of their improvements.
■ Mechanism for Promoting Sustainability Initiatives
The divisions of the head office work in collaboration with each other to promote sustainability activities under the President & Representative Director and the Director in charge of Sustainability.
Each division confirms the materiality of action points in line with the seven core subjects set under ISO 26000. The divisions devise action plans and carry out measures while sharing information about the issues they are addressing and the progress they are making. The head office divisions also coordinate and share information with Group companies to advance Group-wide sustainability initiatives.
Every year Toppan organizes a training course on sustainability management for new employees and e-learning-based, Group-wide basic education for employees of the Company and the other main companies of the Group.