Basic Philosophy of Corporate Governance
HTK always seeks for the best practices of Corporate Governance, and engages itself in consummating it continuously.
HTK, in its endeavor to pursue sustainable growth and long-term enhancement of its corporate value, thinks that it is crucially important for Corporate Governance, to secure transparent and impartial decision making process to ensure effective and full utilization of its corporate resources it possesses, and to foster its management vigor with prompt and audacious decisiveness.
HTK undertakes to elaborate Corporate Governance with following basic deliberation:
- Respect shareholder's entitlement, and secure impartiality,
- Consider stake holder's (including shareholder's) value, and collaborate with them relevantly.
- Disclose company information properly, and secure transparency.
- By explaining current business conditions and items resolved by the Board of Directors closely both to Independent Outside Directors and Independent Outside Auditor, obtain proper advices from them, and effectuate their supervising function on business execution.
- Hold constructive dialogue with shareholders who possess investment views which correspond with midium to long-term shareholders' value.
Corporate Governance Framework
HTK employs following Corporate Governance structure, with Shareholders Meeting at the top of the decision making hierarchy, with Executive Meeting as a main business execution body, supervised by Board of Directors (incl. Independent Outside Directors), with Board of Auditors inspecting Directors' performances, and with Accounting Company scrutinizing its financial statements.
Board of Directors
It is composed of full-time Directors and an Independent Outside Directors. and is convened monthly as scheduled and occasionally as necessitated. It carries out a decision making function on such items which law requires a Board verdict, and those issues material for management, including the corporate strategy. It also supervises the business operations performed by Executive Directors and Operating Officers.
Board of Auditors
It is composed of a full-time Auditor and Independent Outside Auditors, and is convened monthly as scheduled and occasionally as necessitated. Auditors participate in Board of Directors and other material meetings, and thus inspect the performances of full-time Directors with an independent perspective.
Nominating Committee・Compensation Committee
These committees are established, majority of each members being composed of Outside Directors and/or Outside Auditors, for the purpose of deliberating nomination of Directors/ Auditors and compensation for Directors, functioning as an advisory body to the Board of Directors.
Opinion Exchange Meeting
Addended by all outside officers, a representative director, a full-time auditor and a full-time director, it takes place before a Board of Directors’ meeting to exchange opinions on important matters. Proposals are submitted to the Board of Directors following the deliberations and responses to inquiries are provided as needed.
Outside Directors and Outside Auditors
HTK receives, from Independent Outside Directors and Auditors, not only supervising/auditing on its business operations, but also opinions and suggestions upon management as a whole, with objective and neutral viewpoints. HTK holds the Limited Liability Agreements with its Independent Outside Directors and Outside Auditors, in accordance with the Company Law.
It is composed of full-time Directors and Operating Officers, and is convened weekly in principle. It functions as a backbone for speedy management decision through discussing operating issues and sharing information among members.
HTK employs an Operating Officer structure, by clarifying the role and responsibility of the business operations, in order to secure a speedy management decision and an effective business operation, and thus to establish a management system which is capable of reacting promptly to evolving business environments.
The Office is established in order to perform internal inspections as supervised directly by the Representative Director, as well as to assist Auditor's tasks. Members of this office are on full time basis in order to secure independency and to reinforce their function, whose performance evaluations are conducted by the Auditor. Auditor's directions toward them have priority over others.