Corporate Governance

Fundamental Concepts on Corporate Governance

To realize the ongoing enhancement of corporate value and maintain the trust of all of its stakeholders, including shareholders, the Noevir Holdings Group has positioned corporate governance as a key management issue. Accordingly, the Group has developed a robust management structure while strengthening auditing functions to ensure strict compliance with laws, regulations and corporate ethics as well as its articles of incorporation. Moreover, the Group has set up internal control and risk management systems, both of which are constantly upgraded.

Corporate Governance Policy

The Noevir Holdings Group works to further enhance its corporate value, while fulfilling its corporate social responsibilities to the five groups listed below. Further, the Group discloses to all stakeholders important business, financial, and other material information pertaining to the Group in a fair, timely, and appropriate manner.

  • Customers and business partners
  • Shareholders
  • Employees
  • Society
  • Environment

Code of Conduct

The Group’s directors and employees are expected to act fairly in compliance with the law and social rules, taking into consideration the Group’s corporate governance policies. Each individual is charged with being clearly aware that they represent the Group and taking responsibility for adhering to the Code of Conduct items listed below.

  • Comply with the law
  • Prevent conflicts of interest
  • Prevent insider trading
  • Protect personal information and confidential information
  • Exclude antisocial forces
  • Do not offer or accept socially inappropriate entertainment or gifts
  • Respect human rights
  • Protect privacy
  • Prohibit harassment
  • Do not engage in political or religious activities at the workplace

Corporate Governance Structure

The Board of Directors of Noevir Holdings (“the Company”) consists of 8 members, including 3 outside directors. Board of Directors’ meetings are held monthly on a regular basis, with extraordinary meetings convened as necessary.
With a view to strengthening corporate governance, the Company performs duties that ensure the viability of its internal control system and has established a framework whereby the entire Group strictly adheres to legal requirements and Noevir Holdings’ articles of incorporation.
Noevir Holdings has adopted a corporate auditor system, with a Board of Corporate Auditors comprising 1 standing corporate auditor and 2 outside corporate auditors.
In addition, the Company has established an Internal Audit Department that conducts regular audits across all divisions and reports directly to the President and Representative Director.
The corporate auditors, the Internal Audit Department and an independent auditor attend Board of Corporate Auditors’ meetings whenever necessary. This facilitates mutual cooperation and enables a three-way audit control system that effectively executes its duties.
Furthermore, Noevir Holdings has adopted an executive officer system with the aim of strengthening the corporate governance structure. The executive officer system is expected to reinforce the Board of Directors’ decision-making and auditing functions, accelerate business execution and clarify the Company’s responsibilities.
To deepen the understanding of its stakeholders and ensure their appropriate evaluation, Noevir Holdings voluntarily and consistently discloses important information pertaining to the Group in a fair, timely and appropriate manner.
To disseminate investor relations (IR) information, Noevir Holdings established a dedicated division, created the position of IR director, and regularly holds briefings for analysts and institutional investors.

Internal Control System: Fundamental Concepts and Steps in Place

【1】 Ensuring the Group’s directors and employees execute their duties in accordance with the law and the Company’s articles of incorporation
  • To ensure sound, appropriate corporate operations, the Board of Directors works to bolster corporate governance by establishing effective internal controls and frameworks such that the organization as a whole complies with the law and the Group’s articles of incorporation.
  • The Corporate Governance Policy and the Code of Conduct form the foundation of the compliance system. They serve to prohibit improper and antisocial actions, and the Group strives to ingrain their principles throughout the organization.
  • The Group strengthens its legal division to enhance its compliance system.
  • Regarding internal reporting systems, the Group has in place frameworks for maintaining transparency and appropriately responding to issues while protecting whistleblowers in accordance with the Whistleblower Regulations.
  • The Internal Audit Department has a system of multiple specialist members periodically conducting internal audits of all divisions.
  • The Group utilizes outside specialists as necessary to prevent violations of the law and/or the Company’s articles of incorporation.
【2】 Managing and retaining information related to directors’ execution of duties
Board of Directors’ meeting minutes, proposals, and other information pertaining to the execution of their duties are managed and retained in accordance with internal policies including the Document Retention and Disposal Regulations and the Basic Regulations on Information Systems.
【3】 Managing the risk of loss to the Group
  • The Company clarifies risk management systems to recognize risks pertaining to the Group’s business activities and respond to risks that arise in accordance with the Risk Management Regulations.
  • In the event of unforeseen events, the Company establishes a risk management committee headed by the President and Representative Director and take steps to prevent and minimize damage.
  • The Company appropriately manages and protects confidential and personal information in accordance with the Confidentiality Regulations and the Personal Information Protection Regulations.
【4】 Ensuring efficient execution of duties by Group directors
  • As a fundamental step to ensure directors’ duties are effectively carried out, there is a regular monthly Board of Directors meeting and additional meetings as necessary. The meetings provide a forum for making decisions about important management issues and matters as prescribed by law, as well as overseeing the execution of duties.
  • The Company has in place a framework to ensure efficient, proper execution of duties via administrative authority and decision-making rules based on the Board of Directors Regulations, Administrative Authority Regulations, and Proposal Regulations.
  • Directors execute their duties with an eye to achieving key business goals for the Group overall in accordance with the medium-term management plan.
  • The Company utilizes an executive officer system to strengthen corporate governance, facilitate swiftness, clarify business responsibilities, and bolster the supervisory and decision-making functions of the Board of Directors. Executive officers appointed by the Board of Directors perform corporate operations in accordance with business policies determined by the Board of Directors. Furthermore, the Company regularly holds meetings at a Group executive council comprised of five acting directors and four executive officers, where members undertake deliberations on specific policies for management operations and other important matters in accordance with the business policies determined by the Board of Directors, and plan out appropriate and efficient business operations.
【5】 Ensuring appropriate operations throughout the Group
  • The Group strives to create an environment where operations are properly executed in accordance with the Corporate Governance Policy and the Code of Conduct. To fulfil our corporate social responsibilities, this aims to ensure that actions are fair and not only comply with the law and the Company’s articles of incorporation but also social rules.
  • Regarding the operations of affiliates, the Company collaborates closely with subsidiaries while respecting their autonomy. To ensure smooth operations with an eye toward comprehensive business development, subsidiaries periodically provide updates on operations and consult before making important decisions in accordance with the Affiliate Regulations.
  • Each subsidiary has a director from the parent Company assigned to it to provide comprehensive oversight of operations.
  • The Company’s internal audits also apply to subsidiaries.
【6】 Providing employees to assist corporate auditors with their duties as required and securing employees’ independence from directors
Corporate auditors may have an employee assigned to help them perform their duties as necessary. Such assistants are determined by the Board of Directors with the agreement of the Board of Corporate Auditors, and their independence from directors is secured. Further, an employee assisting a corporate auditor reports to that corporate auditor, and prioritizes executing duties to ensure the corporate auditor’s instructions are effective.
【7】 Group director and employee reporting to corporate auditors, and other matters related to reports to corporate auditors
The Group’s directors and employees are to promptly report to a corporate auditor or the Board of Corporate Auditors any violations of the law or the Company’s articles of incorporation related to the execution of duties, any matters that may cause material damage to the Group, and any decisions that significantly affect operations or the organization. Further, reports are periodically made on subsidiaries’ business performance, financial conditions, and other important information, and any requests from corporate auditors for information pertaining to the execution of duties are to be promptly met.
【8】 Ensuring those making reports pursuant to item 7 above are not treated unfairly due to the said reports
The Company prohibits unfair treatment of Group directors and employees reporting information to corporate auditors due to those reports, and makes that known to Group directors and employees.
【9】 Ensuring other corporate auditors’ audits are effectively executed
  • Corporate auditors meet with representative directors to the extent possible to exchange opinions pertaining to business operations, apart from business reports, as well as otherwise foster communication.
  • Corporate auditors periodically exchange opinions with independent auditors and the Internal Audit Department.
  • When corporate auditors issue requests for advance payments or reimbursement of expenses connected with the execution of their duties, the requests are promptly processed and granted unless those expenses are deemed unnecessary in regard to the corporate auditors’ performance of duties.
【10】 Ensuring the reliability of financial reports
To ensure the reliability of financial reports, the Company has established internal controls pertaining to financial reporting and operates the controls properly. In addition, the Company constantly evaluates their effectiveness and makes improvements as necessary.

Eliminating antisocial forces: Fundamental Concepts and Steps in Place

The Group’s policy is to have no relationships whatsoever with antisocial forces and resolutely refuse any unjustified demands.
The Group clarifies its commitment to excluding antisocial forces in the Code of Conduct, Employee Work Regulations, and Risk Management Regulations, and makes this policy known thoroughly among employees. In addition, the Group has the following internal system in place.
Organizational responsibility for the exclusion of antisocial forces is assigned to the General Affairs Department. It participates in Kobe’s corporate defense countermeasures council, collects relevant information on the topic, and strengthens ties with outside specialists such as the police and lawyers.