Governance Initiatives

Basic Concept and System

Under the corporate philosophy of “bringing the best technology to everyone, everywhere,” we aim to establish good relationships with our shareholders and other stakeholders, and realize long-term growth by launching business activities that grasp the needs of society. And, with the awareness that corporate governance is essential in order to continuously improve corporate value, we are focusing on its strengthening and enhancement.

JBS is a company with an Audit & Supervisory Board, and while authority and responsibility for business execution concentrates on the Board of Directors, which is the highest decision-making body for management, by having the Audit & Supervisory Board, which consists of unitary auditors, take on the function of auditing the execution of duties by directors, we aim to realize appropriate decision-making and business execution, as well as establish a system in which mutual supervision works as an organization.

Corporate Governance

Corporate Governance Structure

Additionally, outside directors make up at least one third of the total number of directors and outside Audit & Supervisory Board Members make up the majority of the total number of Audit & Supervisory Board Members to provide appropriate advice and proposals from an outside perspective which are actively used in management. Additionally, we have established a Nomination Committee and Compensation Committee, which are advisory committees of the Board of Directors that consist mainly of outside directors. These committees ensure validity and transparency related to the appointment and compensation of directors.

Number of directors / Ratio of outside directors

Number of directors / Ratio of outside directors

Internal Control and Compliance

Internal Control System and Internal Audit System

As a group overall, we endeavor to maintain an internal control system, and in light of the Companies Act and Ordinance for Enforcement of the Companies Act, the Board of Directors has passed on the Regulations on a Basic Policy for an Internal Control System.
In order to audit the efficacy of the compliance system at JBS, we have established an Internal Audit Office under the direct control of the President. The Internal Audit Office sets the Rules for Internal Audits and conducts internal audits in accordance with the provisions thereof. It also establishes a cooperative relationship with the Audit & Supervisory Board Members and the accounting auditors as necessary in an effort to conduct efficient internal audits.
Additionally, four qualified internal auditors (QIA) belong to the Internal Audit Office, and two certified public accountants and one certified internal auditor belong to the Governance Office, which is an observer organization. Each responsible department and department undergoing inspection takes prompt measures when a correction or improvement guidance is issued from the Internal Audit Office or when it is deemed that such action is necessary.
The Internal Audit Office gives regular audit result reports to the President & CEO, Board of Directors, and Audit & Supervisory Board, and the President & CEO, Audit & Supervisory Board Members, and the Internal Audit Office hold regular exchange of opinions.

Establishment of Whistle-Blowing Channels

To ensure thorough compliance, we have established the JBS Hotline as a whistle-blowing system to receive reports and consultations from directors, employees, retired employees, family members, etc. of the JBS Group. For receiving reports and consultations, we have established an internal channel as well as channels through the Audit & Supervisory Board Members and an external channel staffed by a lawyer independent from our corporate lawyer to ensure independence from the management team. The JBS Hotline handles more than just legal violations. It widely accepts calls such as on harassment and other internal regulation violations and confirmation on business rules. The number of cases reported in FY2022 was 14.
Each of the group companies shares the intent of the corporate philosophy and Compliance Code of Conduct and thoroughly comply with them in order to improve corporate value as a group. The JBS Group establishes, maintains, and operates a control system for compatibility with laws and the Articles of Incorporation, information storage and management, risk management, and efficiency of directors’ execution of duties.
Additionally, we receive management and financial status reports from each group company on a regular basis.

Compliance Code of Conduct

Actual examples of the Compliance Code of Conduct in operation: compliance training at the time of joining the company, operation of an anti-social forces check at the time of contract, establishment of a compliance committee, and insider training

Risk Management

We established internal regulations related to risk management, and established the Risk Management Committee consisting of the person in charge of risk management departments as the committee head and committee members appointed from among directors from each department under a director in charge of risk management appointed by the President and CEO. The committee meets every month.
We prevent impairment of corporate activities through risk management, and in the event that a risk become apparent, we minimize its impact through crisis management. This overall is aimed at improving the JBS Group’s corporate value in a sustainable manner. Specifically, we formulate a yearly policy and plan on risk management and undertake activities to grasp, assess, monitor, and respond to risks.

1. Management Risks

Risks Type Main Measures
Risks related to corporate strategy, subsidiary management, executives
  • Shareholder derivative lawsuits and other lawsuits
  • Management strategy
  • Fraud by directors
  • Careful explanation and dialog with investors
  • Inventory on medium- to long-term plans, listening to the opinions of external directors
  • Implementation of audits by the Audit & Supervisory Board Members, development of a whistle-blower system

2. Financial Affairs / Business Risks

Risks Type Main Measures
Risks related to accounting, finance, business management, etc.
  • Fraudulent or inappropriate accounting
  • Deficient financing arrangements
  • Fraud in administrative procedures
  • Internal control assessment (J-SOX)
  • Securing a line for a syndicated loan
  • Implementing thorough employee education and internal audits

3. Operational Risks

Risks Type Main Measures
Risks related to operations
  • Notable decline in customer satisfaction
  • Defects occurring in products or services
  • Irrecoverable loans or delays in recovery
  • Continuous communication with customers, establishment of the Risk Management Committee
  • Strengthening of collaboration with product providers such as manufacturers, establishment of the Risk Management Committee
  • Credit management, receivables management

4. Service Provision Risks

Risks Type Main Measures
Risks in profitability, quality, outsourcing, claims for damages, etc. accompanying the provision of services
  • Large deficits or delays in a project
  • Outsourcing management
  • Quality problems
  • Claims for damages
  • Holding meetings for determining order acceptance, holding project health checks
  • Developing various related rules
  • Complying with the quality control process, establishing the Quality Control Committee
  • Provision on the maximum liability for damages in contracts

5. Security Risks

Risks Type Main Measures
Information security risks
  • Lack of confidentiality, integrity, or availability
  • Development of an ISMS system, establishment of the Information Security Committee

6. Internal System Risks

Risks Type Main Measures
Risks related to malfunctions of internal systems and their operation
  • Problems with malfunctions of internal systems and their operation
  • Maintenance and regular inspections of system operation and recovery manual

7. Human Resources Risks

Risks Type Main Measures
Risks related to occupational health of employees (including pandemics), safety, scandals, human resources
  • Employees’ work environment
  • Health / sanitation problems
  • Labor disputes
  • Exodus of human resources
  • Development of a flexible work environment, development of remote work rules and other related rules
  • Holding of health promotion programs, establishment of the Safety and Health Committee, installment of an industrial doctor, and holding of stress checks
  • Regular labor consultations
  • Provision of company housing, continuous improvement of the assessment system, mentoring system

8. PR Risks

Risks Type Main Measures
Risks related to PR, IR, reputation, etc.
  • Situations that could become a target on social media or by mass media Reputation damage
  • Reputation damage
  • Establishment of an IR department
  • Development of a crisis management PR system, development of PR-related rules

9.Disaster and Accident Risks

Risks Type Main Measures
Risks accompanying natural disasters such as earthquakes or fire or occurrence of accidents
  • Natural disasters such as earthquakes, water damage, flooding, or typhoons; fires; accidents or incidents such as terrorist attacks; facility or building damage; etc.
  • Formulation of a BCP, strengthening of activities for disaster prevention measures

10. Legal Violation Risks

Risks Type Main Measures
Risks related to legal violations, etc.
  • Problems of legal violations
  • Risks related to anti-social forces
  • Employee scandals
  • Other legal risks
  • Compliance education and establishment of a related committee
  • Development of anti-social forces manual
  • Thorough familiarization of the code of conduct, implementation of internal audits
  • Regular meetings with the corporate lawyer
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