Basic Approach to corporate governanceTokai Carbon recognizes that enhancing medium to long-term corporate value is the most important management objective. We believe that responding to the expectations of all stakeholders, including customers and shareholders, and building favorable relationships, is essential in achieving this objective. To this end, we embrace the corporate philosophy of Strength in Trust. Through this philosophy and through the policies and values outlined in our Guidelines and Corporate Code of Ethics, we are working to develop an effective corporate governance structure.Corporate governance systemAs a company with an Audit & Supervisory Board, Tokai Carbon focuses on enhancing the effectiveness of audits by Audit & Supervisory Board members and our internal audit functions. At the same time, we work to strengthen the management supervision functions of the Board of Directors by appointing multiple external directors and establishing voluntary committees in order to realize an appropriate corporate governance structure. Furthermore, to clarify the functions and responsibilities of corporate officers engaged in business execution, we have adopted an executive officer system and established a Managing Executives Meeting to enhance and strengthen the business execution functions of the organization.(a) Board of DirectorsThe Board of Directors is responsible for making decisions on important management matters and overseeing business execution. In principle, the Board meets monthly. As of March 28, 2019, there are seven directors, including two external directors. The Nomination Committee and Compensation Committee, for which the majority of members are external directors, have been created as voluntary advisory bodies for the Board of Directors. The Risk Management & Compliance Committee, also a voluntary advisory body, has been established immediately under the Board of Directors.(b) Audit & Supervisory Board members and the Audit & Supervisory BoardAs a general rule, the Audit & Supervisory Board of the Company meets monthly. As of March 28, 2019, there are four Audit & Supervisory Board members, of whom two are External Audit & Supervisory Board members. Audit & Supervisory Board members perform audits based on the auditing policies and audit plan adopted by the Audit & Supervisory Board. Audit & Supervisory Board members attend Board of Directors’ meetings and other important meetings, and investigate the status of business operations and assets to confirm the status of business execution by directors.ControlsAppointment / DismissalAppointment / DismissalVoluntary Advisory BodiesAuditCooperationBranches, Plants, Laboratories, Subsidiaries, and AffiliatesRisk Management &Compliance CommitteeNomination CommitteeAudit &Supervisory BoardRemuneration CommitteeAs of March 31, 2019SecretariatCorporate Planning DepartmentHuman Resources DepartmentGeneral Affairs DepartmentLegal Affairs DepartmentAccounting & Finance DepartmentInformation System DepartmentRaw Materials Procurement DepartmentR&D Strategy DivisionSales Planning DepartmentTechnology &Engineering DivisionCarbonBlack DivisionGraphite ElectrodeDivisionFine Carbon DivisionFriction MaterialsDivisionAnode MaterialsDivisionVarious Meetings and CommitteesAppointment / DismissalManagementCommitteePresidentBoard ofDirectorsAccountingAuditorGeneral Meeting of ShareholdersInternal Auditing OfficeCorporate Governance SystemCorporate Governance42TOKAI CARBON ANNUAL REPORT 2018
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