Governance (G)
In pursuit of our management philosophy of “A Fun Future and Enjoyable Technology Created by Communication,” we are constantly striving and challenging ourselves to enhance customer trust and satisfaction and to advance our technology and quality.
As the foundation of our efforts, we have established corporate governance to ensure management efficiency, transparency, and soundness of management. Based on a good relationship of trust with our shareholders, business partners, local communities, and other stakeholders, we will achieve sustainable growth and enhance our corporate value over the medium to long term.
Outline of Corporate Governance
Basic Philosophy of Corporate Governance
By enhancing corporate governance based on the Corporate Governance Code stipulated by the Tokyo Stock Exchange, we will improve the efficiency and transparency of management, ensure sound management, and maintain and strengthen friendly and trusting relationships with our shareholders, business partners, local communities, and other stakeholders, thereby realizing sustainable growth and enhancing our corporate value over the medium to long term.
Basic Philosophy
Outline of Corporate Governance System and Reasons for Adoption of the System
The Company is a company with a Board of Corporate Auditors and has established a Board of Directors and a Board of Corporate Auditors.
The Board of Directors meets at least once a month in principle for the purpose of decision-making on business execution. All Directors and Corporate Auditors are members of the Board of Directors, and the Board of Directors is chaired by the President, who is a Representative Director. In addition, the Nomination and Compensation Advisory Committee, chaired by an independent external Director, has been established as an advisory body to the Board of Directors.
The Board of Corporate Auditors meets at least once a month in principle for the purpose of reporting, discussing, and deciding important audit-related matters. The Board of Corporate Auditors consists of all Corporate Auditors and is chaired by the full-time Corporate Auditor.
Internal Audits are Conducted by a four-member Audit Office.
We are a company that has adopted a board of auditors system, as we believe that by appointing three outside directors out of a total of six directors and two outside auditors out of a total of three auditors, and by ensuring that each of them maintains a position independent from management, and by ensuring that the auditors, accounting auditors and internal audit department (Audit Office) work closely together, we can ensure a sufficient monitoring and supervisory system for the execution of duties by the Directors.
In addition to the Board of Directors, the Company has also established a Management Committee to share monthly business and other management information and to discuss management issues and risks. The Management Committee is attended by Directors, Executive Officers, and key department managers, including the full-time Corporate Auditor, and is held once a month in principle.
Compliance
Each and every Director and employee of Icom (hereinafter referred to as “Head Office”) and its subsidiaries and affiliates subject to consolidated financial statements (hereinafter referred to as “Group Companies” including “Head Office”) shall comply with laws, regulations, and social norms related to daily operations, and conduct their business with high ethical standards. This is intended to contribute to strengthening the risk management and compliance management of the Group Companies.
Provision of Information to Stakeholders
Regarding the provision of information to stakeholders, we provide stakeholders with timely and accurate information on facts that have been determined and occurred within the company.
Takeover Defense Measures
Company-wide Risk Management
Basic Approach and Initiatives
Recognizing risk management as an important management issue, we regard risk as “anything that could hinder the continuity of our business” and are implementing company-wide initiatives to clearly identify risks.
Specifically, we identify the risks we face, consider measures to deter the occurrence of risks and minimize their impact and damage, and systematically resolve them.
For risks that have the potential to have a major impact on the entire company, we are promoting management-led responses.
We believe that it is most effective to correctly identify individual risks in our day-to-day activities, and then have work-level employees and management work together to resolve issues based on an understanding of the risks.
We will continue to actively engage in risk management on a global basis to achieve sustainable growth as a company and enhance our corporate value.