Corporate governance
Governance initiatives
Basic way of thinking
The Topre Group’s mission is to contribute to society through the creation of products and services using its outstanding technologies. The Group will not only pursue excellence in its economic performance, but also carry out business activities as a group of international companies with the highest ethical standards and common sense, which will promote a Topre Group image that will be acknowledged and respected.
The employees of the Topre Group working around the world share this philosophy and strive to enhance the system of corporate governance aimed at contributing to society and the permanent prosperity of the company.
Basic policy on corporate governance
- We strive to ensure the rights and equality of shareholders.
- We strive for appropriate cooperation with stakeholders other than shareholders.
- We strive to ensure appropriate information disclosure and transparency.
- We make transparent, fair, prompt and decisive decisions, fulfill our management responsibilities and responsibilities to make decisions on and supervise the execution of business as the duties and roles of the Board of Directors.
- We strive for constructive dialogue with shareholders.
Corporate governance system
Corporate Governance System Chart
Board of Directors
The system at the company sees the Board of Directors cooperate to assume responsibility for management and business execution. At meetings of the Board of Directors held each month, basic management policies are determined and deliberations on business execution and specific plans take place.
In addition to meetings of the Board of Directors, we hold monthly meetings to determine and have intensive discussions on themes for each division. Positive deliberations and considerations take place at these meetings, and we have a management system that enables quick and accurate decision-making, and flexible and effective management.
Board of Auditors
We have adopted an auditor system as our corporate management monitoring system. The Board of Auditors is comprised of three people in total, one full- time Auditor, and one legal expert and one accounting expert as External Auditors. The Board of Auditors attends important meetings such as meetings of the Board of Directors so we have a system that fully monitors the execution of business by the Board of Directors.
Internal audits
We established Internal Audit Department as an organization under the direct control of the President to implement accounting and work audits and report to the President and the Board of Auditors. The company has increased the transparency of the Board of Auditors by appointing two External Auditors with expert knowledge and it fulfills the functions of monitoring and supervising management.
In addition, while maintaining its independence, the Board of Auditors meets regularly with the accounting auditor to further enhance the effectiveness of audits, and confirms the audit policy, accounting system and other key matters that reflect changes. Moreover, it also exchanges opinions positively on the results of audits and strengthens its management monitoring function.
Accounting audits
The company appoints an external auditing firm as its accounting auditor and enters into an audit contract for audits based on the Companies Act and the Financial Instruments and Exchange Act.
In addition, the assistants in accounting audits number 15 people including three certified public accountants.
Nominations Committee
The company established the Nominations Committee to ensure fairness, transparency and objectivity in the procedures related to the nomination of directors. It is comprised of three or more members, including the President and Director and External Directors.
The Nominations Committee deliberates on matters related to the nomination policy, such as the duties and qualifications required of the Director and President and Directors, and matters related to the appointment and dismissal of the Director and President and Directors, and submits its findings to the Board of Directors.
Executive officers (delegate-type)
The company introduced a delegated executive officer system on June 26, 2024 and strengthened the functions of the Board of Directors to speed up decisionmaking and improve the efficiency of business execution.
The Board of Directors determines the election and dismissal of executive officers after deliberation by the Nominations Committee. Their term of office is one year.
External Directors and External Auditors
We make efforts so that External Directors and External Auditors grasp the details of business in full through the Board of Directors and the Board of Auditors.
In addition, the full-time Auditors also communicate directly with the External Auditors as required to communicate information and provide materials.
Executive compensation
The company has established the following policies regarding the determination of the amounts of compensation for officers.
1）A compensation system that motivates directors to perform their duties
2）A compensation system linked to business results
3）A compensation system suitable for the roles and responsibilities of directors
Based on these policies, the compensation system for directors consists of basic compensation, short-term results-linked compensation and medium to long-term results-linked compensation. The Board of Directors
delegates matters concerning compensation for directors to the Compensation Committee aimed at improving objectivity and appropriateness.
Compensation Committee
The Compensation Committee is an optional decisionmaking body comprised of the President and Director and Directors appointed by the President and Director, with External Directors occupying a majority of positions. The Compensation Committee establishes the amount of monthly compensation and bonuses for each Director based on the regulations within the total amount of compensation approved by the General Meeting of Shareholders, excluding stock compensation.
Compensation system
・Basic compensation
Monthly compensation is determined for each Director based on the discussions of the Compensation Committee.
・Short-term results-linked compensation
Bonuses linked to results for a single fiscal year are determined based on the discussions of the Compensation Committee taking into consideration each Director’s contribution to results.
・Medium to long-term results-linked compensation
The company provides its own shares, etc., based on the cumulative number of points granted in accordance with the degree of achievement of management indicators for each fiscal year.
The compensation system for Auditors includes only basic compensation.
Evaluation of the effectiveness of the Board of Directors
The Company implements questionnaires on evaluations of the effectiveness of the Board of Directors to improve the functions of the Board of Directors and enhance the corporate governance system further.
The results are compiled and analyzed, and an overview of the results and directions for improvement are reported to the directors.
Based on the results of the most recent questionnaire on evaluations of the effectiveness of the Board of Directors every year, we have evaluated that there are no problems with the effectiveness of the Board of Directors overall.
Last updated：February 19, 2025 Update the content of the initiative