Corporate Governance

Basic Corporate Governance Policies

To live up to the trust of our stakeholders, it is important for us to build and soundly manage a structure that copes with changes in the global environment promptly, and which consists of an efficient system that strengthens our corporate competitiveness as well as a rational and transparent system for performing business operations.
We focus on transparency and fairness in our management as an important business priority and strive to enrich our corporate governance to improve our corporate value.

Corporate Governance System

Our Board of Directors, consisting of 13 board members, supervises company management and makes important business decisions for the SII Group. Fifteen meetings were held in FY 2015. Outside auditors ask questions and provide advice where appropriate with the aim of ensuring validity and appropriateness.
The average attendance rate of incumbent outside auditors to the Board of Directors meetings was 95.5%.

The Board of Auditors consists of 2 internal and 2 external auditors. Each member follows the audit policy and plans determined by the Board of Auditors, gains insight through attending management meetings and meetings with each division, and exchanges opinions. Through these activities, they monitor the directors' operations. In FY 2015, 15 meetings were held for the Board of Auditors and the average attendance rate by the outside auditors to these meetings was 100%.

KPMG AZSA LLC was appointed as our accounting auditor. The Board of Auditors and the audit corporation conduct audits by understanding the audit plan and sharing information at regular meetings.

The executive director system was introduced to our management structure in order to separate business execution and supervision.

Corporate Governance System

Internal Control System

At SII, the status of operating the internal control system is reported to the SII Board of Directors for supervision. This is based on the "Basic Internal Control System Policy" resolved by the Board of Directors.

In 2008, the "Internal Control Promotion Office" was established as an across-the-board promotion organization for the internal control system. Together with the conventional "Corporate Audit Office," they are playing the central role in consolidating the internal control system.

For our internal control system with regard to financial reporting in compliance with the Financial Instruments and Exchange Act, our senior management evaluates the SII Group's internal control system and we report the results to a publicly listed parent company, Seiko Holdings Corporation (SHD), as one of their subsidiary companies. This is to evaluate and report the internal control system relating to SHD's financial reporting.

The "Internal Control Promotion Office" has been playing a function in controlling the across-the-board risk management in addition to the internal control function over the financial reporting. It is also streamlining and enhancing the internal control system in cooperation with the divisions in charge of related elements including compliance.