SustainabilityGovernance

Basic Principle

The Seibu Giken Group aims to continuously increase its corporate value while meeting the expectations of all stakeholders, including customers, business partners, shareholders, the society, and employees, based on our purpose—”Provide green air solutions for every environment.” To achieve this, the Group establishes sound and highly transparent corporate governance structures, and each Group company is appropriately governed in accordance with the Basic Policy on Internal Controls.

Corporate Governance Structures

Seibu Giken has established a corporate governance structure centered on the Board of Directors and the Audit Committee. In addition, all employees including the senior management are committed to compliance, and we believe that we can achieve highly transparent and sound corporate management for our stakeholders while establishing an operational execution system that can promptly respond to changes in the business environment surrounding our company.

Board of Directors

The Board of Directors consists of six members: three Directors (excluding Directors who are members of the Audit Committee) and three Directors who are members of the Audit Committee (including two Independent Directors). In principle, the Board of Directors holds a regular meeting once a month, and extraordinary meetings are held as necessary to ensure prompt management decision-making. The Board of Directors makes decisions on matters required by law and important management agenda, and it supervises the execution of duties by the Directors. Audit Committee members also attend the meetings and provide their opinions as they see fit, thereby fulfilling an appropriate check-and-balance function on the senior management.

Audit Committee

The Audit Committee consists of three members: one full-time Audit Committee member and two part-time Audit Committee members (Independent Directors). In principle, the Audit Committee meets once a month. Audit Committee members attend Board of Directors meetings and other important internal meetings as necessary to provide detailed opinions and monitor risk management and compliance. In addition, the full-time Audit Committee member actively communicates with the External Auditor and the Internal Audit Office in an effort to share information.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee is chaired by the Representative Director, Executive President and consists of two independent outside directors. In order to enhance the fairness, transparency and objectivity of procedures related to nomination and remuneration, and to enhance corporate governance, the Nomination and Remuneration Committee deliberates on agenda consulted by the Board of Directors, such as policies and standards for the appointment and removal of directors, the compensation structure for directors, and policies for determining compensation, and makes recommendations to the Board of Directors.

Management Meeting

Chaired by the Representative Director, Executive President, the Management Meeting is composed of the Executive officers. Regular meetings are held once a month, and extraordinary sessions are convened as needed to report on the company’s business performance and deliberate important matters related to management and business execution. Relevant individuals for certain deliberation agenda may also be invited to attend and speak at the Management Meeting, and Audit Committee members can also attend and express their opinions.

Risk and Compliance Committee

Chaired by the Representative Director, Executive President, the Risk and Compliance Committee is composed of Executive officers, Division General Managers, Division Heads, Internal Auditors, and the full-time Audit Committee member. Regular meetings are held once a month, and extraordinary sessions are convened as needed to report on the status of the Company’s compliance system, risk assessments, and risk management system. The committee also assumes a crisis management response function in the event of an emergency.

External Auditor

Seibu Giken has selected Deloitte Touche Tohmatsu LLC as its External Auditor to ensure that audits are conducted from a fair and unbiased standpoint, including the prompt provision of accurate management information.

Internal Audit Office

Internal audits of the company are conducted in accordance with the Internal Audit Regulations by the Internal Audit Office. This office is independent from the business execution divisions and is headed by the General Manager of the Internal Audit Office, who is appointed by the Representative Director, Executive President. The Internal Audit Office, the Audit Committee, and the External Auditor exchange information as needed to ensure that audits are conducted effectively and efficiently.

Executive officers

We introduced an Executive Officer system to separate management decision-making and supervisory functions from business execution functions and to ensure timely business execution. Executive officers are appointed by the Board of Directors and execute operations in accordance with assignments determined by resolutions of the Board of Directors.The term of office is one year. Additionally, by resolution of the Board of Directors held on February 21, 2024, we have introduced a delegated executive officer system.

System and Initiatives

Based on our Corporate Philosophy and Code of Conduct, we have stipulated the basic matters concerning risk management and compliance initiatives in the Risk and Compliance Regulations, and we strive to minimize losses via thorough risk management based on compliance initiatives.

The Risk and Compliance Committee is positioned as a forum for reporting on company-wide and comprehensive risk management related to company operations and for deliberating countermeasures. Each Division Head is responsible for risk management in their division, and they manage risk in daily business activities, communicate the details of relevant laws and regulations as well as their revision or abolishment to staff in the division, and report any unanticipated events to the Risk and Compliance Committee.

In addition, we conduct periodic compliance training sessions for our employees by rank and job type to raise their awareness and provide them with knowledge of a wide range of compliance and ethics issues, including the Anti-Monopoly Act, Subcontracting Act, Construction Industry Act, Act on the Protection of Personal Information, other laws and regulations, the prevention of bribery, and so on.

Hotline and Consultation

We have established internal and external reporting and consultation hotline in order to prevent harassment and other compliance violations from occurring or recurring, to ensure an appropriate working environment, and to promptly respond to and take action when violations occur. The name, details of the claim, and other privacy-related information of the informant are not disclosed to anyone other than the necessary parties involved in the investigation. These hotlines also accept anonymous reports. In addition, the Internal Reporting Regulations clearly state that informants who use the reporting system will not be treated unfavorably in any way because of submitting a report, and we ensure that all employees are fully aware of this.

Group Governance

At Seibu Giken Group, our basic policy is to never violate any laws and regulations, and in 2021, we established the Seibu Giken Group Policies and Procedures Guidelines. To make sure that all employees of Group companies understand the spirit of legal compliance, which is the basic principle of our Code of Conduct, and in an effort to build a fair and transparent corporate culture, Seibu Giken works to ensure that all employees of the Group companies are familiar with these Guidelines.

Basic Policy on Antisocial Forces

As a socially responsible company, the Seibu Giken Group has established the following Basic Policy on Antisocial Forces to prevent damage caused by antisocial forces including organized crime groups, and we have put in place a framework to realize this basic policy. We also include a clause regarding the exclusion of antisocial forces in the basic transaction agreements that we conclude with our business partners. We will continue to strengthen our actions throughout the supply chain with an eye toward the exclusion of antisocial forces.

Basic Policy on Antisocial Forces

1. We maintain no relationship, including business transactions, with antisocial forces.
2. We never accept any unreasonable demands from antisocial forces, and we will take resolute legal action.
3. We respond systematically to any unreasonable demands by antisocial forces, and in taking measures to sever such relationships, we place the highest priority on the safety of our executives and employees.
4. To prepare for the possibility of unreasonable demands by antisocial forces, we strengthen cooperation with outside professional organizations such as the police, the National Center for Removal of Criminal Organizations, and lawyers.
5. We never provide funds or engage in backroom deals with antisocial forces.

Basic Principle

For the Seibu Giken Group, which operates worldwide, ensuring a sustainable supply chain is one of our key management issues. We have established the Basic Policy on Procurement, which serves as our policy for addressing human rights, labor issues, the global environment, and other issues, by which we share our basic approach with our suppliers. In addition, our Guidelines for Purchasing Behavior stipulate that we comply with international agreement and laws and regulations and that we act responsibly in accordance with social norms.

Basic Policy on Procurement

Seibu Giken is committed to
abuilding good partnerships based on mutual trust
with all of our business partners.

Fair transactions

In procuring the goods and services we need to conduct our business activities, Seibu Giken deals with our business partners fairly.

Fair selection of business partners

In selecting business partners, Seibu Giken fairly evaluates quality, price competitiveness, delivery time, supply responsiveness, technological development capacity, management reliability, and other factors, and we select business partners according to the appropriate procedures.

Information provision and confidentiality

We deal with new business partners in good faith, willingly provide them with the information required for conducting business with us, and strictly manage and maintain the confidentiality of trade secrets provided by them.

Formulation of the Guidelines for Purchasing Behavior

In our Guidelines for Purchasing Behavior, Seibu Giken stipulates the standards of conduct to be observed by every employee in the Procurement and Purchasing Department in the procurement from external sources of the materials, products, equipment, and services necessary for our business activities.

Seibu Giken requests and expects
the followings from its business partners.

Stable supply

We expect our business partners to strictly manage the delivery schedule and be highly flexible in responding to our supply needs to accommodate the production of Seibu Giken products, which fluctuate according to the demands of the end customer. In addition to formulating an appropriate Business Continuity Plan (BCP) to prepare for unpredictable events such as natural disasters and minimize the impact on supply in the event of an emergency, we expect our business partners to engage in risk management activities that also encompass their relevant business partners.

Reasonable quality and reasonable price

Since the quality of raw materials, parts, equipment, and services supplied by our business partners greatly affects the performance of Seibu Giken’s products, we confirm that our business partners meet the quality assurance system standards set by Seibu Giken before starting or continuing business with them. In addition, since the prices we ask our business partners to set have a significant impact on the price competitiveness of Seibu Giken’s products, we expect them to offer highly market-competitive prices and to engage in aggressive and continuous price reduction efforts.

Compliance with laws and social norms

At Seibu Giken, we comply with laws, social norms and corporate ethics and work with our business partners to fulfill our social responsibilities, including with regard to human rights and labor, health and safety and information security, as well as expect our business partners to behave likewise.

Environmental awareness

We expect business partners to initiate activities to reduce their environmental impact (e.g., addressing climate change, responding to the circular economy, taking into consideration ecosystems, establishing a management system for environmental risk, and educating employees).

Guidelines for Purchasing Behavior

For the Seibu Giken Group, which operates worldwide, ensuring a sustainable supply chain is one of our key management issues. We have established the Basic Policy on Procurement, which serves as our policy for addressing human rights, labor issues, the global environment, and other issues, by which we share our basic approach with our suppliers. In addition, our Guidelines for Purchasing Behavior stipulate that we comply with international agreement and laws and regulations and that we act responsibly in accordance with social norms.