CSR Sustainability

Basic Stance

Our management goal is to fulfill our social responsibility to various stakeholders, including shareholders, business partners, local communities, international communities, and employees, and maximize our corporate value in accordance with our Management Philosophy and missions. To achieve this goal, we strive to strengthen corporate governance, which we regard as an important business agenda. We also ensure sound corporate management and enhance corporate governance by pressing ahead with the establishment, improvement, and expansion of internal control systems.

Corporate Governance Structure

Board of Directors

The Board of Directors rules stipulate matters to be decided by a resolution of the Board of Directors, which include matters related to the following: Management Philosophy and Policy; general meeting of shareholders; board of directors and directors; capital policy; stocks and bonds; important management matters; accounting settlement; company organization; authority and regulations; personnel affairs; labor-related operations; and assets and finance-related operations.
The Board of Directors consists of two directors (excluding directors who are Audit and Supervisory Committee members) and three directors who are Audit and Supervisory Committee members (including three outside directors), for a total of five members. In addition, the Board of Directors has the authority to supervise the execution of duties by directors, and meets once a month in principle as an organization that deliberates and decides on matters stipulated in the Companies Act and the Articles of Incorporation, and on important matters concerning the management of the Company.

Audit and Supervisory Committee

The Audit and Supervisory Committee consists of three directors (all outside directors) who are Audit and Supervisory Committee members. The committee monitors the state of governance and its operational status, and audits the execution of duties by directors (excluding directors who are Audit and Supervisory Committee members). The directors, who are members of the Audit and Supervisory Committee, conduct a wide range of examinations regarding the overall management by attending the Board of Directors meetings and inspecting important documents. They also strive to efficiently carry out highly effective audits by sharing information at the Audit and Supervisory Committee meetings held every month.

Policy for Appointing Independent Directors

We appoint our independent outside directors among our outside directors who are unlikely to cause conflict of interest with general shareholders, as mandated by Tokyo Stock Exchange, Inc. Our independent outside directors fulfill the expected roles by sharing information on the company through close cooperation with other officers including the Board of Directors.

Diversity of Directors and Training

We consider it necessary that the Board of Directors consists of directors who have diverse perspectives, experience, and high level of skills so that it can supervise the execution of business and make important decisions.
In addition to the qualifications mentioned above, we consider it important that outside directors are highly independent to fulfill their oversight functions, which are supervision and audit.
When a new outside director is appointed, we explain about our industry, history, business overview, strategies, etc. through a briefing session. Internal briefing sessions are organized for new outside director candidates, focusing on their statutory authorities and obligations among other relevant topics. Training by an outside organization is also conducted as needed. Directors who execute business operations are also provided with training by an outside organization.

Internal Control System

To ensure effectiveness and efficiency of business, handle the reliability of financial reports and legal compliance, the RS Tec Group has formulated the Basic Policy for Internal Control System Development and developed internal control systems based on the Companies Act and the Regulation for Enforcement of the Companies Act. We established the Internal Audit Office in April 2019 and have been actively enhancing compliance and risk management and developing internal control systems pertaining to financial reports based on the Financial Instruments and Exchange Act.

Basic Stance

Basic Stance

Corporate Governance Structure

Board of Directors

Audit and Supervisory Committee

Policy for Appointing Independent Directors

Diversity of Directors and Training

Internal Control System

Corporate Governance Reports