Basic Position on Corporate Governance
(As of June 23rd,2020)
Based on the Yamato Group Corporate Philosophy, the Company and its group companies (the "Group") has been engaging in business activities in line with laws and social norms, and promoting management in conformity with compliance.
Moreover, positioning the effective use of the Group's business resources to maximize its corporate value as one of utmost management priorities, the Group has been implementing measures to enhance its management structure as an approach to corporate governance.
Statement of Compliance
We, the Yamato Group, believe our business contributes to the social infrastructure and we conduct our business in accordance with our Core Values which has always been constant. Our Management Philosophy further defines that the Yamato Group will contribute to the prosperity of the society through our business activities.
By conducting ourselves in accordance with the Management Philosophy, the Yamato Group aims to continue to be the trusted choice of our stakeholders, including our customers. Each and every one of us are committed to comply with the laws and regulations and will continue acting in good faith and according to high ethical standards.
We, the Yamato Group, have established a Corporate Stance which details the conduct of the company based on the Management Philosophy. The Employee Code of Conduct has also been established as a guideline for the right behavior expected of each employee of the Yamato Group. Each officer and employee of the Yamato Group will fully understand and adhere to the Corporate Stance and Employee Code of Conduct while conducting our business activities.
I hereby declare that I will lead the Yamato Group and its employees and manage the company, setting compliance as the highest priority, with sincere actions based on high ethical standards so as to be a corporation trusted by the society.
April 1, 2019
Yamato Holdings Co., Ltd.
Representative Director and President
Status of Corporate Governance Provisions
Directors and Board of Directors
The Board of Directors, Management Committee and Executive Conference serve as administrative organs involved in business decision-making, execution, and supervision of the Yamato Group. This management structure enables decisions to be made swiftly and precisely on important business matters. The number of Board members cannot exceed 12 as stipulated in the articles of incorporation of Yamato Holdings. The Board comprised nine directors, five of whom are outside directors. The term of office for directors has been set at one year in order to clarify management responsibilities for each fiscal year.
Audit & Supervisory Board Member and Audit & Supervisory Board
The Audit & Supervisory Board is made up of two full-time Audit & Supervisory Board member and three outside Audit & Supervisory Board members. Audit & Supervisory Board members attend meetings of the Board of Directors and other important meetings to audit the execution of duties by the directors, and otherwise endeavor to improve the soundness of management and the trust of the public. A full-time staff member has been appointed to assist the Audit & Supervisory Board members to put in place a framework that enables the Audit & Supervisory Board members to smoothly carry out their functions. In addition, Group Auditors'Liaison Meetings are held periodically for the full-time Audit & Supervisory Board members of the major operating companies to confer on auditing policies and procedures, exchange information, and otherwise enhance collaboration. Meetings with internal auditors are also held periodically to exchange information.
Internal audits are performed by an 20-member team that operates independently from any other Group organ. Together with the 162 employees who conduct internal audits for Group companies, the Yamato Group has a total of 182 internal auditors who check whether the business and affairs of the Group as a whole are being carried out appropriately and efficiently based on the annual auditing plan. A structure is in place under which results are reported to the Board of Directors and the Audit & Supervisory Board. Also, the Group Internal Auditing Committee meets regularly with the internal auditors of the operating companies to confer on problems and propose improvements based on auditing policies and audit results. At the same time, management collaborates with Group companies' internal control divisions to improve and build systems to validate internal controls.
As the Group's appointed Independent Auditor, Deloitte Touche Tohmatsu LLC holds regular meetings with Audit & Supervisory Board members and conducts effective accounting audits. Accounting audits are performed by three certified public accountants, Koichi Yano, Yoshihiro Ishida and Shinji Seki assisted by another 10 certified public accountants and 21 other staff members.
Corporate Governance Organizational Chart
The current status of provision for oversight of business execution and management, internal control and related functions at Yamato Holdings is illustrated in the figure below.