Corporate governance

Basic approach to corporate governance

Topre Group's mission is to create products and services by making full use of its outstanding technology and contribute to society. In addition to pursuing economic results, we will carry out corporate activities with high ethical standards and good sense as an international company that is needed and respected by society.

The employees of the Topre Group who work all over the world share this philosophy and will endeavor to enhance the corporate governance system with the goal of contributing to society and the prosperity of the company.

Basic Policy on Corporate Governance

  1. We will strive to ensure the rights and equality of our shareholders.
  2. We will endeavor to cooperate appropriately with stakeholders other than shareholders.
  3. We will endeavor to ensure appropriate information disclosure and transparency.
  4. We will make transparent, fair, swift, and decisive decisions, and as the responsibility and role of the Board of Directors, we will fulfill our management responsibilities, business execution decisions, and oversight responsibilities.
  5. We will strive for constructive dialog with shareholders.

Corporate Governance System

Board of Directors

At Topre, the Board of Directors cooperates to assume management responsibility and business execution responsibility. At the monthly Board of Directors meeting, the basic management policy is determined and the execution of business and specific plans are discussed. In addition to the Board of Directors, we hold monthly meetings in which the themes of each department are determined and intensive discussions are held.

Our Articles of Incorporation stipulate that the number of directors be within 15 and the number of auditors be within 5 to maintain an appropriate scale to function as a meeting body.

We actively deliberate on and examine issues at these meetings, and we have a management system that enables swift and accurate decision-making and agile and effective management.

Board of Auditors

We have adopted an auditor system as a monitoring system for corporate management. The board of auditors consists of one full-time auditor and two external auditors (one legal expert and one accounting expert), all of the three are male. These auditors attend important meetings such as the Board of Directors, and the system allows us to fully monitor the business execution of the Board of Directors.

Internal audits

For the internal audit function, we have established the Audit Department (4 people) as an organization under the direct control of the President. In addition to conducting accounting audits and operational audits, we have a system to report to the President and the Board of Auditors. We have enhanced the transparency of our Board of Auditors by appointing two external auditors who have specialized knowledge, and the Board of Auditors fulfills the function of monitoring and supervising management. In addition, while maintaining independence, the Board of Auditors regularly meets with the accounting auditors to enhance the effectiveness of audits and confirms important items that capture changes in audit policies, accounting systems, and others. Furthermore, regarding audit results, the Board of Auditors actively exchanges opinions and strengthens the management monitoring function.

Accounting audits

We have appointed Grant Thornton Taiyo LLC as an accounting auditor and our auditing contract is based on the Companies Act and the Financial Instruments and Exchange Act.

The certified public accountants who performed business in the fiscal year ended March 31, 2019 are Mr. Keita Tajiri and Mr. Gen Takehara, and the number of years of continuous auditing is seven years or less.

There are nine certified public accountants and 25 others who assist in the accounting audits.

External Directors

We endeavor to have external directors and external auditors fully understand the business contents through the Board of Directors and the Board of Auditors.

In addition, the materials are distributed in advance before attending the meetings of the Board of Directors, so that participants can fully consider them.

Further, our full-time auditors directly contact external auditors as necessary to communicate information and provide materials.

Other matters concerning corporate governance system, etc.

Our company information is collected in the General Affairs Department, which is the department responsible for handling information, and the General Affairs Department determines the necessity of information disclosure.

In the case of a disclosure, in addition to complying with the timely disclosure rules of the Tokyo Stock Exchange, we decide whether or not to disclose information from the perspective of building and maintaining a relationship of trust with various stakeholders such as shareholders, investors, and business partners, etc. that surround our company.

  1. Information on decisions and settlement of accounts
    We hold discussions regarding important facts of the company at the meetings of the Board of Directors, and the decisions are immediately transmitted to the General Affairs Department (department responsible for information handling) via the Secretarial Office, which is the Secretariat of the Board of Directors. In addition, information related to settlement of accounts is transmitted from the Accounting Department to the General Affairs Department (department responsible for information handling).
  2. Information on matters that have occurred is transmitted from each department to the General Affairs Department (department responsible for information handling).
  3. Strengthening the disclosure system of subsidiaries
    Regarding the timely disclosure of company information pertaining to our subsidiaries, we are actively involved in re-explaining and collecting information to promote understanding of timely disclosure rules regarding important matters for each subsidiary.