Sustainability

Corporate Governance

Governance
Our vision is "We continue to innovate new and original materials with our advanced otechnology.” In FY 2020, we formulated "Hayashibara in 2030" as a guideline for realizing this "Hayashibara Vision" and expressed its goal of "sustainably improving corporate value" by "contributing to a more sustainable societyworld" through its business activities.
In FY2021, we launched our new mid-term management plan ACE2.0 (a common plan for the entire NAGASE Group until FY2025) to achieve our ideal vision. ACE2.0 is based on "Reform of profit structure" and "Reform of corporate culture", and one of the key policies in "Reform of corporate culture" is " Corporate governance with transparency and a sense of urgency". We will continue to design this policy as a concrete framework and strive to review and strengthen our corporate governance.
Corporate Governance System
Board of Directors The Board of Directors is positioned as ‘the decision-making authority, empowered to set the company’s policy and strategies, and supervise the execution of operations.’ The Board of Directors holds regular monthly meetings in addition to provisional meetings as necessary.
Risk Management & Compliance Committee In addition to legal compliance, we have established and strengthened our risk management system and compliance system that ties into our corporate ethics.
Business Committee Meeting (BCM) Comprised of directors and representatives of each division, the BCM is held once a month to discuss policies of company-wide importance, such as management plans, business strategies, and investment projects.
Internal Control Systems
We have established a system (internal control system) to ensure that the execution of duties by directors and employees conforms to laws, regulations and Articles of Incorporation, and developed a system to ensure compliance with our other policies.

See the Basic Policy to formulate the Internal Control systems

Audit System
Status of Audit by Audit & Supervisory Board Members
Hayashibara has appointed one auditor to audit the status of directors' performance by attending important meetings including the Board of Directors meetings, inspecting important approval documents and observing execution of duties by directors, and by conducting interviews with directors, internal audit departments, and other business execution departments.
In addition, an accounting auditor is accompanied during asset inspections to monitor and verify that they maintain an independent position and are conducting appropriate audits. To improve the effectiveness of Audit & Supervisory Board Members, at the end of the fiscal year we review their annual audit activities including the auditing of policies and plans, and reflect this in the audit plans for the following fiscal year.
Status of Audit by Internal Auditors
The Audit Office, in charge of internal audits, is comprised of two qualified internal auditors (QIA). Audits assess the appropriateness and efficiency of the company’s business activities, based on the internal auditing rules.
Additionally, in line with the Internal Control Over Financial Reporting system, the Audit Office evaluates internal controls as an independent internal auditor and provides reports regarding the status of internal controls to directors, the auditor, and independent auditor, as appropriate.
Status of Audit by Independent Auditor
Independent audits are performed in a fair and impartial manner by the following specified limited liability partner.
Certified Public Accountants Auditing Firm
Specified Limited Liability Partner
Managing Partner
Rikio Watanabe Ernst & Young ShinNihon LLC
No certified public accountant, who has executed the aforementioned duties, has performed audits continuously for more than seven years.