1. Principles on Corporate Governance
As a corporate group that provides comprehensive IT services to realize customers' digital transformation, we have been supporting many customers to the current date in effective IT utilization, particularly for small-and-medium-sized companies.
Based on these experiences and achievements, each of our group companies, under a pure holding company structure, is conducting business development with utmost speed in the business fields in which each group company excels, and actively propose and provides optimal solutions and services to our customers.
By resolution of the Annual General Meeting of Shareholders held on 16th June 2016, our company has been restructured into a company with an Audit and Supervisory Committee. As a result of this structure change, the Board of Directors has clarified the separation of executive and supervisory functions, making corporate governance more effective. Furthermore, the decision-making process has been accelerated. We will continue to promote ongoing efforts to build a better corporate governance system.
Policies and procedures for the election and dismissal of senior management executives and proposal of the election of directors
With regard to the election of senior management executives and directors, our policy is to select candidates who are capable of fulfilling their roles and responsibilities in response to the mandate of management from shareholders, who have abundant experience and a high level of insight in management.
We believe that it is appropriate for the Board of Directors (excluding Audit and Supervisory Committee Members) to be composed of persons who are dedicated to the execution of operations of JBCC Holdings, executives including the Presidents of major group companies who are familiar with each business field, and Outside Directors. Regarding the election of Directors who are Audit and Supervisory Committee Members, our policy is to nominate candidates who have a wide range of knowledge and experience in financial accounting, corporate management, legal affairs, etc., and who are capable of fulfilling their roles and responsibilities.
4. Internal Control System
(1) Our Board of Directors has resolved to develop systems to ensure the properness of operations and the execution of the duties by the Directors complies with the Companies Act and its Ordinance. The outline is as follows:
(2) Our company has established the “JB Group Code of Conduct” which sets forth the basic principles of compliance to ensure that all Officers and employees of our companies (including subsidiaries) conduct their business following social ethics, laws and regulations. Our Executives take the initiative in ensuring compliance throughout our group, and we have established a system for practical application of this system and carry out compliance education for our employees.
(3) The Risk Management Committee is in charge of establishing the compliance system for the entire JB group and monitoring problems. Our administrative staff, who are responsible to preside over operations throughout the JB Group including the head of the Legal & Compliance Division, are carrying out the compliance system as appropriate.
(4) The JB Group has established a system that allows anyone to report directly to the company when any suspected violation of laws, regulations, internal rules or social ethics occurs in our group. For this system, we have formulated the “JB Group Internal Reporting Rules” which are applied to all the JB Group companies and set up the Compliance Helpline consisting of members including an external lawyer. We also have created a public contact point for external e-mail reporting on our website.
A whistleblower is guaranteed anonymity on their request, their safety, and immunity from any harm. In the event of a report from a whistleblower, the Head of the Legal & Compliance Division will conduct and supervise the investigation of the facts of the report and formulate appropriate measures as necessary. After discussing with our CEO, we disclose the facts throughout the group if necessary so that all employees can know how the report was addressed and the consequences.
(5) Our CEO is in charge of Internal Auditing, which conducts business audits. The Internal Auditing staff audits the execution of business throughout the Group in cooperation with full-time Audit and Supervisory Committee Members.
5. System for Managing Risks
(1) The Board of Directors or the Executive Committee makes a final evaluation and decision on matters related to investments, strategic alliance, etc. to achieve business continuity and development, based on the materials presented by each responsible manager of the administrative division, after that manager conducts the necessary risk assessment of the division that manager in charge of. With respect to the management of claims in daily business operations, we follow the risk management rules including the "Regulations for the Management of Claims Preservation," the "JB Group Consolidated Settlement of Accounts Regulations," and the Partner Selection Criteria.
(2) Each responsible manager of the administrative division will work together with other managers to respond in the event of a contingency, and our CEO will supervise them. The Executive Committee and the Risk Management Committee continue to develop a contingency response system in day-to-day activities.
(3) The Risk Management Committee considers and promotes measures related to our Group's external risks and compliance risks. The BCP Committee considers and promotes measures related to business continuity, and the Information Security Committee considers and promotes measures related to our Group's security.
(4) The JB Group Executive Committee, consisting of the Presidents of each Group company, meets regularly, to confirm the progress of each company's budget and to share information related to the management of our Group. In addition, Each company in our Group makes proposals and reports on issues to be deliberated as necessary in accordance with the "Operating Company Management Regulations," which in advance stipulate the matters required to be approved and reported to us from each Group company.