Corporate Governance
Our Policy on Corporate Governance
Daifuku emphasizes the fulfillment of its corporate social responsibility (CSR), based on the following management philosophy:
1. Provide the best solutions to benefit the global markets and the development of society.
2. Focus on healthy, growth-driven global management under a diverse and positive corporate culture.
We have enhanced our corporate governance framework by developing the Board of Directors, including one outside director, and the Board of Corporate Auditors consisting of five members, three of whom are elected from outside Company. We believe that the management oversight system functions sufficiently by the close collaboration of the two Boards. In addition, we have introduced the corporate officer system to encourage speedy business execution.
The Compliance Committee, chaired by our president and including all the Company's directors, also ensures that corporate activities are fair and ethical. In one initiative, the Committee enacted a corporate standard to guide executives and employees in fulfilling their corporate and public roles as members of a leading company.
(* The PDF file on this page is quoted from our Annual Report 2012. The 2013 version is scheduled to be issued in summer 2013.)
Corporate Governance Framework
Overview
Daifuku holds regular monthly daylong meetings of the Board of Directors to make decisions on fundamental management issues, with extraordinary meetings convened as necessary (on six occasions during the fiscal year ended March 31, 2013). For important management matters, a body comprising all representative directors, the Management Advisory Meeting, is in place to confer and make recommendations to the Board of Directors. With corporate auditors in attendance, the Meeting also seeks the opinions of relevant directors and external specialists on an as-needed basis. Convened by the president as he sees fit, the Management Advisory Meeting meets on a timely basis as appropriate. In the fiscal year ended March 31, 2013, the Meeting held seven meetings.
We also hold production management executive meetings, global affiliate company meetings, and other similar meetings on a regular basis, a system having been adopted that enables flexible responses in business execution.
In addition, the Company introduced the corporate officer system. Specifically, we aim to increase its corporate value by:
(1) accelerating management decision making through a reduction in the number of directors and the establishment of this consultative body, as well as further revitalizing the Board of Directors by promoting more rigorous deliberation;
(2) engaging in functional and efficient management operations, recruiting younger employees knowledgeable in management to serve as corporate officers and execute operations based on authority bestowed upon them by the Board.
Following the introduction of the corporate officer system, the Company established an officers meeting, with all directors, corporate officers, and full-time corporate auditors attending and participating in deliberations. The meetings are held regularly, fitting in with scheduled Board of Directors meetings. In the fiscal year ended March 31, 2013, 12 meetings were held. Corporate officers participate in meetings of the Board of Directors and the Management Advisory Meeting, depending on the matters to be discussed.
The Board of Corporate Auditors met on seven occasions during the fiscal year ended March 31, 2013. Guided by the annual audit plan developed at the beginning of each fiscal year, and supported by the Internal Audit Department and Corporate Social Responsibility (CSR) division, corporate auditors attend key meetings, including meetings of the Board of Directors; conduct inspections and audits of factories and sales offices; and implement audits for the Company's subsidiaries in and outside Japan.
Corporate auditors also collaborate with accounting auditors and an internal audit entity (Internal Audit Department), exchanging information and opinions. The Internal Audit Department is independent of business execution lines, with an independent internal audit system and operations.
As Daifuku's independent accounting auditor, PricewaterhouseCoopers Aarata, a PwC member firm, currently performs accounting and internal control audits. Daifuku develops the environment to be audited from a fair and unbiased perspective by the accounting auditor, providing it with proper management and financial information. The executing members as of March 31, 2013 are Shigeru Takahama, auditing for six years, and Isao Ono, auditing for two years.
Daifuku has formed expert committees focusing on compliance; export control; environment, safety and hygiene; environmental enhancement management; information security; mental and physical health promotion; and disclosure. (See image above.) Each committee conducts regular activities.
Risk Management System Policy
Development of Risk Management Framework
To develop an appropriate risk management system to respond to anticipated risks that have a significant impact on Daifuku Group's business activities, the senior managing director acts as Chief Risk Officer (CRO), supervising the BCP Promotion Division and CSR Division, which develop and execute countermeasures.
We have taken steps to address significant risks, such as earthquakes, wind, floods, lightning, fire, and new strains of influenza. In addition, to enhance our business continuity management (BCM) system, we have adopted a risk management framework and developed effective risk management regulations within the Daifuku Group. As a result, we improved the company structure to mitigate, minimize, and control risks related to corporate management.
In March 2011, Daifuku immediately set in motion its prepared business continuity plan (BCP) in response to the Great East Japan Earthquake, establishing an emergency task force led by CEOs. Specifically, we took actions such as confirming the safety of our employees and their families, determining the extent of damage within the Group and at its customers, delivering relief supplies to affected areas, disclosing the impact of the earthquake, and focusing on restoring customers' facilities.
Learning from the incident, we introduced a safety confirmation system using mobile phones in parts of Japan, distributed safety helmets to all employees nationwide, and improved the quake resistance of existing computer servers at each business operation.
Based on an evaluation of these efforts, Daifuku became the first material handling systems manufacturer to be rated under a disaster preparedness rating program of the Development Bank of Japan (DBJ) in March 2012, resulting in the Company obtaining a loan from DBJ. The DBJ financing program employs a comprehensive method in evaluating corporate disaster preparedness and BCP measures and offers loans to companies determined to be superior based on the ratings. A survey is centered on business continuity efforts, including quick responses and restoration activities following a disaster. From a comprehensive standpoint, the program evaluates entities for their business continuity activities, including corporate strategies and frameworks after a crisis as well as prevention measures.
In the fiscal year ended March 31, 2013, Daifuku expanded the safety confirmation systems, conducted more emergency drills to prepare for a major earthquake, and prepared satellite-based mobile phones. We also made efforts to establish our BCM that could be further evaluated by our stakeholders and third parties.
Handbook on countermeasures against new strains of influenza
