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

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

Even when we are forced to suspend business activities due to disasters and other threats, we have developed a business continuity plan (BCP) to fulfill our social responsibilities by minimizing the impact on the businesses of our customers and other stakeholders, with which we have built a system to secure the safety of all employees and continue our business including providing services to our customers.

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.

Quality Improvement and Treatment of Suppliers

Quality Policy

The JBS Group undertakes to “use all resources for our customers’ satisfaction” under the basic concept of our customer first principle. In order to be the best partner that provides the best systems and services to our customers, and continue to always provide customers with strategic and practical information systems, we endeavor to realize high-level IT services based on high technological capabilities and a rich track record, and at the same time, engage in quality improvement from all sides.

JBS Quality Policy

Acquisition of Accreditations

In order to realize safe and certain information management in the IT solution services we provide to customers, we have adopted and operate the following management systems.

Privacy Mark(JIS Q 15001)

ISO/IEC 27001:2022 / JIS Q 27001:2023

JBS conducts a bidirectional assessment questionnaire every year with its suppliers from an ESG viewpoint and strives to improve quality by feeding back the results in both directions.
Additionally, for procurement, we maintain good relationships with business partners with high skills while improving the sophistication and homogenization of service levels in order to pursue the “customer first” principle, which is part of JBS’s code of conduct.

Information Security

Starting with the implementation of Microsoft’s high-level security environment, we have implemented the solutions of various partners that have a track record in the security field, through which we support the realization of an optimal environment tailored to each customer’s situation.
In August 2022, we took part in security lectures provided by Global Security Experts and other opportunities for nurturing engineers, commencing initiatives toward further improving the quality of the cloud security services that JBS provides.

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