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Basic Views on Corporate Governance
The QUICK Group aims to achieve the sustainable enhancement of corporate value by building and maintaining good relationships with its stakeholders through sincere corporate efforts under the QUICK Group Management Philosophy. To achieve the sustainable enhancement of corporate value, the Group recognizes that it is necessary to ensure management transparency and efficiency, establish a management system able to promptly and accurately respond to changes in the business environment, enhance the internal control function including risk management, and fulfill accountability to stakeholders. The Group further recognizes that these are important management issues. In this regard, the Group will work to strengthen and enhance its corporate governance with the following basic policies. The Group will
- make efforts to ensure the rights and equality of shareholders,
- make efforts for appropriate cooperation with stakeholders other than shareholders (clients, job seekers, readers, local communities, employees, etc.),
- make efforts to ensure appropriate information disclosure and transparency,
- fulfill the roles and responsibilities of the Board of Directors to make decisions in a transparent, fair, efficient and flexible manner, and
- make efforts to hold constructive dialogues with shareholders to contribute to the sustainable enhancement of corporate value.
The QUICK Group "Our Mind” (corporate philosophy and creed) is as follows.
- Management Philosophy
- Making everyone involved happy
- Business Philosophy
- Contributing to society through human resources and information businesses
- Charter of Corporate Behavior
- Compliance with laws and regulations and fair corporate activities
- Provision of useful and high-quality services
- Sincere communication with stakeholders
- Timely and appropriate information disclosure
- Ensuring of a safe and comfortable work environment
- Full enforcement of information management
- Contribution to local communities and environmental conservation
- Coexistence with international society
- Corporate Code of Conduct
- Compliance with laws, regulations and societal norms (8 items)
- Relationship with customers (5 items)
- Relationship with shareholders and investors (2 items)
- Relationship with employees and work environment (6 items)
- Contribution to local communities (2 items)
- Environmental conservation (2 items)
- Coexistence with international society (2 items)
Corporate Governance System
Board of Directors
The Board of Directors is authorized to have up to twelve directors (excluding directors who are not audit and supervisory committee members) and four audit and supervisory committee members as stipulated in the Articles of Incorporation. There are currently eleven directors, including four outside directors and seven internal directors.
The outside directors have extensive experience and knowledge and are independent of the QUICK Group due to the absence of any significant interest with the Group. The directors hold regular monthly meetings and meet at other times as needed. The directors quickly examine and reach decisions about important matters and oversee the execution of duties by the directors in a suitable manner.
Structure for Business Operations
We use the executive officer system for the purpose of conducting business operations with speed and flexibility. There is a Group Management Strategy Meeting mainly consisting of the directors and executive officers that meets every month. These meetings provide an opportunity to share information about business operations, management policies and other subjects. The meeting is also used to examine and verify the soundness of the management of business operations.
- Audit and Supervisory Committee
- QUICK has Audit and Supervisory Committee with three audit and supervisory committee members who are all outside directors. All three audit and supervisory committee members (outside directors) are professionals in fields such as corporate administration, human resources, and accounting and taxes. They also have a broad range of industry knowledge and experience. Furthermore, the audit and supervisory committee members are independent with no significant interest with the QUICK Group. The audit and supervisory committee members attend meetings of the Board of Directors and other important meetings. By auditing using internal control systems and performing examinations of how businesses are operated, the audit and supervisory committee members audit the execution of duties by the directors (excluding directors who are not audit and supervisory committee members) and that all business operations are in compliance with laws and regulations, the Articles of Incorporation and internal rules.
- Accounting Audits
- QUICK has an auditing contract with Ernst & Young ShinNihon LLC. In accordance with the Companies Act and the Financial Instruments and Exchange Act, this firm performs accounting audits of the QUICK Group throughout each fiscal year without placing undue emphasis on fiscal period end audits.
- Internal Audits
- The Internal Auditing Office, which is supervised directly by the Representative Director, performs audits across the entire QUICK Group to confirm that companies are conducting business operations properly. The results of these audits are reported to the Representative Director.
Audit and Supervisory Committee members hold meetings with the accounting auditor and the Internal Auditing Department periodically to share information about audit plans and results. Participants also exchange opinions and other information. Using this interaction to implement audits efficiently helps ensure the effectiveness of audits by the audit and supervisory committee members.
QUICK designates the four outside directors as independent executives (outside directors and outside corporate auditors with no risk of a conflict of interest with ordinary shareholders) and has submitted independent executive notices to the Tokyo Stock Exchange.