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 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
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 |
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Risks related to corporate strategy, subsidiary management, executives |
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2. Financial Affairs / Business Risks
Risks | Type | Main Measures |
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Risks related to accounting, finance, business management, etc. |
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3. Operational Risks
Risks | Type | Main Measures |
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Risks related to operations |
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4. Service Provision Risks
Risks | Type | Main Measures |
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Risks in profitability, quality, outsourcing, claims for damages, etc. accompanying the provision of services |
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5. Security Risks
Risks | Type | Main Measures |
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Information security risks |
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6. Internal System Risks
Risks | Type | Main Measures |
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Risks related to malfunctions of internal systems and their operation |
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7. Human Resources Risks
Risks | Type | Main Measures |
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Risks related to occupational health of employees (including pandemics), safety, scandals, human resources |
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8. PR Risks
Risks | Type | Main Measures |
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Risks related to PR, IR, reputation, etc. |
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9.Disaster and Accident Risks
Risks | Type | Main Measures |
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Risks accompanying natural disasters such as earthquakes or fire or occurrence of accidents |
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10. Legal Violation Risks
Risks | Type | Main Measures |
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Risks related to legal violations, etc. |
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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.