Basic Views on Corporate Governance
QUICK is committed to the sustained growth of corporate value by using sincere activities for building and maintaining sound relationships with all stakeholders. Business activities are based on this same commitment. We want to earn the trust of stakeholders and meet their expectations as we focus on the management philosophy of “making everyone involved happy.”
Sustained growth of corporate value requires management that is transparent and efficient. We must also have a management framework that allows responding with speed and accuracy to changes in the business climate. Upgrading risk management and other internal control functions and providing thorough explanations to stakeholders are two more priorities regarding the management of the QUICK Group. Transparent and efficient management is the key component of corporate governance. We will establish the following infrastructure in order to make more improvements to our corporate governance. Providing explanations to stakeholders is another important part of corporate governance. We will continue to supply our corporate data, financial condition, management policies, business activities and other management information in a timely and appropriate manner.
Corporate Governance System
Board of Directors
The Board of Directors is authorized to have up to twelve members as stipulated in the Articles of Incorporation. There are currently nine directors, including two outside 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.
- Board of Corporate Auditors
- QUICK has a Board of Corporate Auditors with three members who are all outside corporate auditors. All three corporate auditors 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 corporate auditors are independent with no significant interest with the QUICK Group. The corporate auditors attend meetings of the Board of Directors and other important meetings. By performing examinations of how businesses are operated, the corporate auditors audit the execution of duties by the directors 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 President, 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 President.
Corporate Auditors 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 corporate auditors.
QUICK designates the two outside directors and three outside corporate auditors 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.