Unipres : Governance updated.

Corporate Governance

Unipres has established the Sustainability Committee chaired by the President in FY2022 to develop a system ensuring the appropriateness of operations. In promoting an integrated internal control system, we have established the Risk Management Committee and Corporate Ethics Committee under the Sustainability Committee to determine policies and measures and to ensure the appropriateness of operations.

We are fulfilling our corporate social responsibility by promoting activities based on our management philosophy and corporate code of conduct throughout the company and by strengthening our management system on a global level.

The following management structure serves as the Company's system of corporate governance.

1. The board of directors has been established as the decision-making body for important matters related to the execution of business by the company and as a supervisory body to oversee the execution of duties by directors, and with the aim of enhancing transparency in the management process to further strengthen corporate governance, more than one outside director is appointed.
2. The audit and supervisory committee has been established as an independent body to audit the execution of duties by directors.
3. Executive officers are appointed for the purpose of the efficient execution of business in individual fields of business.
4. The executive committee, composed of executive officers, has been established to confirm the policy concerning the execution of business based on the decision made by the board of directors and to check the progress of the execution of business. Its meetings are attended by directors who are full-time members of the audit and supervisory committee.
5. For the purpose of enhancing internal control, the Internal Control Committee, chaired by the President, has been established, together with three subcommittees: Risk Management, Financial Information Disclosure, and Compliance.
6. The Unipres Corporation Code of Conduct has been laid down and made known to all employees for the purpose of ensuring thorough adherence to corporate ethics.
7. In order to obtain compliance-related information, an internal whistle-blowing system is instituted and Unipres Hotline is established as a point of contact.
8. The appointment of candidates for directors who are not members of the Audit and Supervisory Committee is decided by the Board of Directors after receiving opinions from the Audit and Supervisory Committee. The appointment of candidates for directors who are members of the Audit and Supervisory Committee is decided by the Board of Directors with the consent of the Audit and Supervisory Committee.
9. To the extent of the total amount of remuneration resolved by the shareholders' meeting, President and Representative Director explains the structure of the directors' remuneration and the individual remuneration calculated in accordance to it to the Audit and Supervisory Committee. By receiving the opinion of the Audit and Supervisory Committee that has spent an adequate time of consideration, the remuneration of directors who are not members of the Audit and Supervisory Committee is decided when the resolution left along to the board of directors is made for President and Representative Director's remuneration proposal that takes account of the opinion of the Audit and Supervisory Committee. The remuneration of directors who are members of the audit and supervisory committee is decided by discussion among directors who are members of the audit and supervisory committee to the extent of the total amount of remuneration decided at the Shareholders' Meeting.
10. Each director (excluding directors who are executive directors or the like) enters into an agreement to limit the liability for damages that is mentioned in paragraph 1 of Article 423 of the Companies Act pursuant to the provision of paragraph 1 of Article 427 of the same. Note that the limit of liability under said agreement shall be the minimum amount set forth in paragraph 1 of Article 425 of the same.
11. Deloitte Touche Tohmatsu LLC has been appointed accounting auditor , creating an environment in which auditing can be conducted from a fair and impartial perspective.

In June 2022, we established the Nomination and Remuneration Committee, a voluntary advisory body to the Board of Directors, in order to strengthen the independence, objectivity, and accountability of the Board's function related to director nominations and remuneration, and to further enhance and strengthen the corporate governance system. The three-member Committee consists of one internal director and two independent outside directors, which means the outside directors account for the majority. The Committee discusses the matter as consulted from the Board of Directors and reports back to the Board.

To promote risk management throughout the company, we have established a risk management subcommittee. The subcommittee controls overall risk management activities such as the improvement of risk management programs and the establishment of inter-departmental risk solutions.

Unipres recognizes its social obligation to take comprehensive and effective measures to minimize the risk of information being compromised in any way, and to manage and use our information assets safely. Therefore, in order to maintain information security properly, we have formulated an Information Security Policy, and we are working to improve the management of confidential information by establishing an information security system based on this policy.

Our measures to counter risks related to possible large-scale natural disasters include (1) BCP development, (2) seismic reinforcement implementation, (3) emergency stockpile deployment, etc. Thus, we are taking action to ensure that post-disaster damage to our businesses is kept to a minimum.

Unipres has established a Corporate Ethics Committee to promote compliance throughout the Unipres Group; the committee improves compliance programs and supervises compliance activities.

Guided by our management philosophy, "Perfecting Machine Press Technologies: Going a Step Beyond," we in the Unipres Group will continue to operate in a way that merits society's trust. In order to realize this management philosophy, we believe it is essential to make a unified commitment to manufacturing, and at the same time to fulfill our corporate social responsibility by complying with all national and international laws and regulations, as well as internal rules, and by keeping our other promises. Based on this belief, we work to promote compliance throughout the company.

・Unipres Group Code of Conduct (71.6KB)

・Basic Policy for Human Rights(36.5KB)

As part of the training based on the Unipres Group Code of Conduct, we provide annual e-learning training (compliance self-check) for all officers and employees.
In fiscal 2021, a total of 21 Unipres Group companies (7 in Japan and 14 overseas) implemented the program, and a total of 9,336 people (3,615 in Japan and 5,721 overseas) participated in the training.

In accordance with the Unipres Group Code of Conduct and various policies, the Unipres Group officers and employees are committed to preventing all kinds of corrupt practices, including bribery, conflicts of interest, anti-competitive practices, and insider trading.

■ Policies

In fiscal year 2021, we formulated the following policy as a guideline for fulfilling our social responsibilities by thoroughly preventing corruption and complicity in corrupt activities. After the formulation of this policy, it was disseminated to all departments and made known to all executives and employees. In addition, the policy has been posted on the company intranet, where it can be viewed at any time.
In addition, we have linked "Basic Anti-Corruption Policy" with "UNIPRES CSR Guidelines for Suppliers" to make it known to all of our suppliers.

・Basic Anti-Corruption Policy (303KB)

・Unipres Group Tax Policy (167KB)