Reference Materials

Fiscal 2016 Business Report
Grant Aid-Related Operations
Item

Description

Actual Figures in Actual Figures in
FY2015FY2016
New Continuing New Continuing

1. Procurement Agent Services and Procurement Consulting Services(1) Procurement agent services for grant aid for the economic —and social development programme(2) Procurement agent services for non-project grant aid—(3) Procurement agent services for grant aid projects under—
private–public partnership(4) Procurement agent services for grant aid for conflict preven- —tion and peacebuilding(5) Procurement agent services for emergency grant aid—(6) Procurement agent services for food assistance—(7) Procurement agent services for grant assistance for the food —security project for underprivileged farmers(8) Procurement agent services for grant aid project for con—struction(9) Procurement agent services for grant aid for community—
empowerment(10) Procurement agent services for program grant aid for—environment and climate change(11) Procurement agent services for grant aid for disaster—prevention and reconstruction(12) Procurement consulting services for cultural grant—assistance

9

0

39

10

47

79

1

109

0

1

1

1

1

12

1

11

0
11

3
22

0
15

3
14

0

7

0

1

1

0

0

1

3

33

1

32

0

48

0

25

0

7

0

6

0

1

1

0

Study for project development of grant assistance forcultural grass roots projects and analysis of projectapplications for grant assistance for cultural grass roots
projects, preliminary study for cultural grant assistance

2

0

3

0

—

1

1

1

2

Grant assistance for Japanese NGO projects

1

0

1

0

—
Support for procurement
Evaluation at the end of a project
Dispatch of short-term procurement support staff/
study/support for technical cooperation projects

0
0
1

0
2
0

4
1
0

0
1
0

2

1

0

0

Check and audit of procurement-related documents
Study and support on implementation of loan projects

1
1

1
3

1
3

0
3

7

13

2

7

1

0

1

0

1
0

1
0

0
1

1
0

1

0

0

1

0
2

6
0

2
—

3
—

2. Studies and Screening on International Cooperation Operations(1) Study for cultural grant assistance(2) Study on work ratio of construction machinery and labor/
Plannning for improvement of equipment(3) Screening

Technical Cooperation-Related Operations(1) Technical Cooperation(2) Support on technical cooperation(3) Evaluation/Study(4) Support for local procurement/Follow-up cooperation

Loan Aid-Related Operations(1) Procurement management services for loan aid(2) Study for Japanese ODA loans, etc.

Multilateral Aid-Related Operations

Japan International Cooperation System Annual Report 2017

Business contributing to the promotion of the appropriate and efficient
implementation of international cooperation programs carried out byinternational agencies and organizations, foreign governments and other Procurement agent services, etc.
organizations engaged in international cooperation

Other Activities(1) Project subsidy

Supply of the Equipment under the Machinery and Equipment Project for Saudi Japanese Automobile High Institute in
FY2016
Study for project development, monitoring study—(2) Project formulation survey on SME support(3) Evaluation study(4) Support for companies aiming to win project contracts from international agencies and organizations —(5) Dispatch of experts and procurement consulting staff —(6) SPORT FOR TOMORROW Programme—

Other Projects Integral to Fulfilling the Objectives of the Foundation(1) Support for NGOs

Evaluating and choosing NGOs for support and providing
funds

13 NGOs

13 NGOs

Medical Lectures for Travelers
5 times
Participation in international cooperation festivals and events 2 times

5 times
2 times

Education and Support Promoting International Cooperation
Education and support promoting international
cooperation

40 Fiscal 2016 Business ReportFiscal 2016 Balance Sheet
March 31, 2017

(Unit: yen)

Item

FY2016FY2015

Variance

1,183,969,168
321,523,440
24,398,250
329,301
27,327,630
1,557,547,789

683,551,470
385,154,241
20,479,277
273,466
30,833,922
1,120,292,376

500,417,698(63,630,801)
3,918,973
55,835(3,506,292)
437,255,413

137,000,000
250,000,000
387,000,000

237,000,000
150,000,000
387,000,000(100,000,000)
100,000,000
010,000,000
6,061,500
16,061,500

10,000,000
9,885,000
19,885,000

0(3,823,500)(3,823,500)

8,141,239
19,973,662
35,674,276
2,622,670
150,213,355
2,707,596
78,281,023
75,81019,396,000
317,085,631
720,147,131
2,277,694,920

7,826,479
27,322,323
40,563,158
3,604,979
79,967,293
6,524,755
82,858,011
114,2940
248,781,292
655,666,292
1,775,958,668

314,760(7,348,661)(4,888,882)(982,309)
70,246,062(3,817,159)(4,576,988)(38,484)
19,396,000
68,304,339
64,480,839
501,736,252

1. Current liabilities
Accrued payments
Allowance for bonus
Provision for head office’s restoration
Suspense receipt
Deposit received
Deposit received for the Improvement of the Petra Museum Project
Advances received
Reserve for operational losses
Income tax payable
Total current liabilities

116,996,394
134,310,380
44,000,000
07,975,511
430,535,259
0
22,014,889
50,485,600
806,318,033

75,088,928
142,738,433
00
8,202,807
08,280,000
22,014,889
93,436,200
349,761,257

41,907,466(8,428,053)
44,000,000
0(227,296)
430,535,259(8,280,000)
0(42,950,600)
456,556,776

2. Fixed liabilities
Reserve for executive officers’ retirement benefits
Total fixed liabilities
Total liabilities 2)

6,061,500
6,061,500
812,379,533

9,885,000
9,885,000
359,646,257(3,823,500)(3,823,500)
452,733,276

372,000,000
372,000,000[372,000,000]
1,093,315,387[15,000,000][10,000,000]
1,465,315,387
2,277,694,920

372,000,000
372,000,000[372,000,000]
1,044,312,411[15,000,000][10,000,000]
1,416,312,411
1,775,958,668

00[0]
49,002,976[0][0]49,002,976
501,736,252

I Assets
1. Current assets
Cash equivalents
Accrued revenues
Prepaid expenses
Advances paid
Suspense payments
Total current assets
2. Fixed assets(1) Endowment
Endowment in installment deposits
Endowment in investment securities
Total endowment(2) Specific assets
Accumulated assets for support to non-governmental organizations
Assets reserved for executive officers’ retirement benefits
Total specific assets(3) Other fixed assets
Vehicles and other transportation devices
Equipment attached to building
Appliances and fixtures
SoftwareDeposit and security moneys
Long-term prepaid expenses
Prepaid pension expenses
Investment securities
Software in progress
Total other fixed assets
Total fixed assets
Total assets 1)

II Liabilities

1. Designated net assets
Contributions and subscriptions
Total designated net assets[Amount of allotment to the endowment]
2. General net assets[Amount of allotment to the endowment][Amount of allotment to specific assets]
Total net assets 1) - 2)
Total liabilities and net assets

Japan International Cooperation System Annual Report 2017

III Net Assets

Fiscal 2016 Balance Sheet 41

Reference Materials

Fiscal 2016 Statement of Net Equity Increase (Decrease)
April 1, 2016–March 31, 2017

(Unit: yen)

Item

FY2016FY2015

Variance

1,981,321
1,981,321
2,606,371,322
2,228,373,697
43,858,550
166,188,089
108,269,427
59,681,559
2,622,313
2,622,313
2,610,974,956

2,864,897
2,864,897
2,729,209,171
2,402,934,504
63,881,353
159,646,000
69,243,490
33,503,824
654,995
654,995
2,732,729,063(883,576)(883,576)(122,837,849)(174,560,807)(20,022,803)
6,542,089
39,025,937
26,177,735
1,967,318
1,967,318(121,754,107)

2,059,155,131
410,822,639
2,469,977,770
140,997,186

2,106,329,382
378,422,505
2,484,751,887
247,977,176(47,174,251)
32,400,134(14,774,117)(106,979,990)

3,072,040
3,072,040

5,585,283
5,585,283(2,513,243)(2,513,243)

261,067
44,000,000
44,261,067(41,189,027)

75,599075,5995,509,684

185,468
44,000,000
44,185,468(46,698,711)

99,808,159

253,486,860(153,678,701)

50,805,183
49,002,976
1,044,312,411
1,093,315,387

94,082,004
159,404,856
884,907,555
1,044,312,411(43,276,821)(110,401,880)
159,404,856
49,002,976000
372,000,000
372,000,000000372,000,000
372,000,000

0
0
0
0
0

1,465,315,387

1,416,312,411

49,002,976

I General Net Assets Increase or Decrease
1. Current increase or decrease(1) Current profits
1) Profit from the management of the endowment
Interest received from the endowment
2) Profit from business activities
Profit from grant aid programs
Profit from technical cooperation programs
Profit from loan programs
Profit from programs with international agencies and organizations, etc.
Profit from other commissioned projects
3) Miscellaneous profits
Miscellaneous profits
Total current profits (A)(2) Current expenses
1) Operating expenses
2) Administrative expenses
Total current expenses (B)Current increase or decrease for the year (C) = (A) - (B)
2. Nonrecurring increase or decrease(1) Nonrecurring increase1) Gain on sales of fixed assets
Total nonrecurring increase(2) Nonrecurring expenses
1) Loss on sales and retirement of noncurrent assets
2) Provision for head office’s restoration
Total nonrecurring expenses
Nonrecurring increase or decrease for the year (D)General net assets increase or decrease for the year before income taxes(E) = (C) + (D)Income taxes—current (F)General net assets increase or decrease for the year (G) = (E) - (F)General net assets at beginning of year (H)General net assets at end of year (I) = (G) + (H)II Designated Net Assets Increase or Decrease
1) Amount of transfer to general net assets
Amount of transfer to general net assets
Designated net assets increase or decrease for the year
Designated net assets at beginning of year
Designated net assets at end of year (J)Japan International Cooperation System Annual Report 2017

III Net Assets at End of Year (I) + (J)42 Fiscal 2016 Statement of Net Equity Increase (Decrease)Governance System
JICS’ governance system is organized as follows.
Board of Trustees
The Board of Trustees supervises and oversees the Board of Directors, and its members
have voting rights in decisions concerning
important matters, such as the selection anddismissal of executive directors, auditors, andtrustees, as well as revisions to JICS’ Articles ofIncorporation. The Board of Trustees provides
leadership based on the broad expertise of its
members in the management and handlingof JICS’ affairs. Accordingly, members of theBoard of Trustees are highly knowledgeableof these matters and possess experience
working in diverse settings, including corporations, international organizations, independent administrative institutions, universities,
and NGOs.

Board of Directors
The Board of Directors makes decisions concerning the management of JICS’ operations.
Two outside executive directors (a memberof a corporation and a university professor,
respectively) and two auditors (an attorney atlaw, and a certified public accountant, respectively) collectively supervise the performanceof duties by JICS’ president and two vice presidents. The president is required to convene
a meeting of the Board of Directors regularly,
and report on JICS’ management and generaltasks in an effort to maintain a high degree oftransparency in organizational management.

Accounting Auditor
JICS recognizes that it must ensure strict
internal controls and compliance inconnection with its financial affairs andmanagement, since it manages funds
used for aid on behalf of the governments of recipient countries as part ofits procurement agent services. Accordingly, it has voluntarily appointed an
accounting auditor to conduct auditsof related matters.

Board of Directors/Board of Trustees
Board of Directors and Accounting Auditor
President
Vice President
Vice President
Executive Director
Executive Director
Auditor
AuditorAccounting Auditor

Board of Trustees
Chairman

Iichi Mishima
Toru Kubo
Kazuki Takeuchi
Mutsuko Asakura
Hiroki Kato
Michio Masaki
Naoki Sou
Kiyoshi Toi

As of September 1, 2017

Professor, Law School at Waseda University
General Manager, Legal Department, Ajinomoto Co., Inc.
Attorney at Law, CITY-YUWA PARTNERS
Certified Public Accountant, Tax Accountant
Certified Public Accountant

As of September 1, 2017

Masaoki Takeuchi
Michiyo Arita
Kiyoshi Kodera

Members

Taro Tauchi
Makoto Tochigi
Yoshihiro Yamaguchi
Sachiko Yamano

President, International Development Center of Japan
Secretary General, International Cultural Institute
Former Executive Secretary of Development Committee of the World Bank and International Monetary Fund, Former Deputy Vice-Minister for International Affairs, Ministry of
Finance, Japan, Former Vice President of Japan International Cooperation Agency (JICA),
Corporate Auditor, Sompo Japan Nipponkoa DC Securities Inc., Senior Research Associate,
Overseas Development Institute (ODI) in the UK
General Manager of Economic Cooperation Office, The Bank of Tokyo-Mitsubishi UFJ, Ltd.
Journalist
Senior Executive Director, The Overseas Construction Association of Japan, Inc.
President, Japan International Cooperation Center

Fiscal 2016 Meetings of the Board of Directors and the Board of Trustees
Japan International Cooperation System Annual Report 2017

In fiscal 2016, the Board of Directors met
six times and the Board of Trustees met
twice.
At Board of Directors’ meetings, management overviews, business issues,
management and organizational issues
and the status of progress regarding new
business developments were reported
in a timely manner and key issues weredeliberated.

Governance System 43

Reference Materials

Organization Chart(As of September 1, 2017)

Audit Office
Management
Planning Office

Formulation of management policies and information planning

Compliance and Risk
Management Office

Board ofTrustees

Vice President(Responsible
for General
Affairs)

Personnel Affairs
Division

General Affairs
Department

General Affairs
Division
Finance andAccounting Division

Board ofDirectors President

New Business
Development Office

Development of new business relating to Public–Private Partnerships(PPP) and the private sector

Business Planning
OfficeGeneral coordination for planning, drafting of proposals, recommendations and development relating to international cooperation

Quality Management
OfficeQuality management related to the execution of services and screening
services related to the administration of tenders and contracts

Coordination OfficeService-related coordination and general affairs

First Construction
Procurement agent services, mainly for facility construction in Asia
Management DivisionFirst Management
Department

Second Construction Procurement agent services, mainly for facility construction in
Management Division Anglophone Africa
Third Construction
Procurement agent services, mainly for facility construction in FrancoManagement Division phone countries and Hispanophone countries

Auditor Accounting
AuditorVice President(Responsiblefor Business
Management)

First Procurement
Procurement agent services, mainly for materials and equipment
Management Division procurement in Anglophone Africa
agent services, mainly for materials and equipment
Second Procurement Procurement
procurement in Francophone Africa and Procurement agent services forManagement Division food assistance (KR)Senior Director
GeneralSecond Management Department

Third Procurement
Procurement agent services, mainly for materials and equipment inManagement Division Latin America and Oceania
First Special Project
operations including equipment item surveys and drawing
Management Division Technical
up of specifications(Technical Division)

Japan International Cooperation System Annual Report 2017

agent services, mainly for materials and equipment inSecond Special Project Procurement
East Asia, Southeast Asia and Southwest Asia, Eastern Europe, Central
Management Division Asia and the Middle East

44 Organization Chart

Third Management
Department

First Country
Assistance Division

Procurement of facilities, materials and equipment in specific countries
and regions (mainly Afghanistan and Pakistan)

Second Country
Assistance Division

Procurement of facilities, materials and equipment in specific countries
and regions (mainly the Mekong region)

International
Organization Division

Programs with international agencies and organizations, etc. andAssistance for disposal of landmines and unexploded ordnance

Grant and Loan
Cooperation Support
Division

Loan Aid (ODA Loan)-related operations

for technical cooperation and procurement, Screening services
Technical Cooperation Support
related to Grant assistance for Japanese NGO projects and Studies andSupport Division
procurement consulting services for cultural grant assistance projects

The Articles of Incorporation of Japan
International Cooperation System(As amended on July 18, 2017)

Chapter 1. General Provisions
Article 1 (Name)

This corporation is called Japan International Cooperation System (JICS)(hereinafter referred to as the “Foundation”).

2

Article 2 (Offices)

The Foundation shall locate its principal office in Chuo-ku, Tokyo, Japan.

Chapter 2. Purposes and Business
Article 3 (Purposes)

3

The purposes of the Foundation are to perform the procurement andmanagement services in the field of international cooperation businessin order to contribute to international peace and stabilization.

Article 4 (Business)
1

2

The Foundation shall conduct the following businesses in order toaccomplish the purpose described in the preceding article:(1) Procurement services in the field of international cooperation business;(2) Management services in the field of international cooperation business;(3) Consultancy services in the field of international cooperation business;(4) Research and studies in the field of international cooperation business;(5) Design and supervision of architecture and civil engineering work
concerning international cooperation;(6) Support to NGO, etc. relating to international cooperation activities;(7) Dissemination and enlightenment of knowledge concerning international cooperation activities; and(8) Other businesses necessary to achieve the purpose of the Foundation.
Business described in the preceding paragraph shall be conducted inJapan and abroad.

Article 10 (Restrictions on Disposal of Surplus)
The Foundation may not distribute any surplus.

Chapter 4. Trustees
Article 11 (Quorum)

The Foundation shall have five to eleven Trustees.

Article 12 (Election and Dismissal of Trustees)
1
2

Chapter 3. Assets and Accounting
Article 5 (Kinds of Assets)
1
2
3

The Assets of the Foundation shall consist of endowment and otherassets.
The endowment shall consist of assets which the Board of Directors
resolved as endowment.
Other assets shall be assets other than endowment.

Article 6 (Management, Investment and Disposal of Assets)
1

2

The President shall manage and invest the assets of the Foundation
with the care of good manager to accomplish the purposes of theFoundation, and its management and investment methods shall be determined by the Rules of Management and Investment of Assets whichshall be decided by the resolution of Board of Directors.
Should unavoidable circumstances arise, part of the endowment may
be disposed of or removed with the prior approval of the Board of
Directors and the Board of Trustees.

Article 7 (Business Year)The business year of the Foundation shall commence on April 1 every
year and end on March 31 of the following year.

2

The President shall prepare the business plan and the income andexpenditure budget of the Foundation and they must be approved by
the Board of Directors no later than the day immediately preceding thecommencement date of each business year. The same shall apply inthe event of any changes thereto.
Documents described in the preceding paragraph must be kept in theprincipal office until the end of applicable business year.

Article 9 (Business Report and Settlement of Accounts)
1

With respect to the business report and the settlement of accounts, thePresident shall prepare the documents set forth below after the end ofeach business year, which shall be audited by the Auditors, followed by
the audit of Items (3) to (5) by the Accounting Auditor. Upon completion of audit, all of these documents must be approved by the Board of
Directors.
(1) Business report;(2) Detailed statement on the business report;

In accordance with the provisions of Articles 179 to 195 of Act on General Incorporated Associations and General Incorporated Foundations,
Trustees shall be elected and dismissed by the Board of Trustees.
Trustees shall meet all of the following requirements:(1) Total number of Trustees who fall under any of the following conditions shall not exceed one-third of total number of Trustees.
a. Trustee and his/her spouse or relatives within the third degree of
lineal kinship;b. Trustee and person who are in de facto marriage with the Trustee;c. Employee of Trustee;d. Person who does not fall under b or c and who makes a living byreceiving payments or other assets from the Trustee;e. Spouse of the person who falls under c or d; or
f. Relative who is within the third degree of lineal kinship and whoshares a livelihood with the person who falls under any of theconditions under b through d.
(2) Total number of Trustees who holds any of the following positionsin the organization identical to the Foundation (except for public-service corporation) shall not exceed one-third of total number ofTrustees.
a. Executive Directorb. Employeec. Director other than Executive Director (representative or administrator of the organization that is not a juristic person if suchorganization prescribes any representative or administrator) or
member who performs the businessd. Staff (except the member of the Diet and member of assembly of
local authority) of the following organizations: National agency
 Local authority
 Independent administrative agency as provided in Paragraph 1
of Article 2 of Act on General Rules for Independent Administrative Agency
 National university corporation as provided in Paragraph 1 of
Article 2 of National University Corporation Act or inter-university research institute corporation as provided in Paragraph 3 ofArticle 2 of National University Corporation Act
 Local independent administrative agency as provided in
Paragraph 1 of Article 2 of Local Independent Administrative
Agency Act
 Public corporation or semi-governmental corporation

Article 13 (Term of Office of Trustees)1
2
3

The term of office of Trustees shall be until the end of the annual meeting of Board of Trustees for the final business year out of the businessyears which end within four years from the time of their election.
The term of office of the Trustee, who is elected as an alternate of theTrustee who resigned before the expiration of his/her term of office,shall be the remaining term of office of such resigned Trustee.
In case total number of Trustees falls below the quorum prescribed in
Article 11, Trustees shall have their rights and obligations as Trustee
even after their resignation or expiration of their term of office until theirsuccessor assumes office.

Japan International Cooperation System Annual Report 2017

Article 8 (Business Plan and Income and Expenditure Budget)
1(3) Balance sheet;(4) Profit-and-loss statement (statement of net worth); and(5) Detailed statement on the balance sheet and profit-and-loss statement (statement of net worth)
Out of the approved documents described in the preceding paragraph,
Items (1), (3) and (4) must be reported to the annual meeting of Boardof Trustees; provided, however, that in the case any of such documents
does not fall under any of the requirements described in Article 48 of
Enforcement Regulation of Act on General Incorporated Associationsand General Incorporated Foundations applied mutatis mutandis pursuant to Article 64 of said Enforcement Regulation of Act, documents
excluding Item (1) must be approved by the annual meeting of Boardof Trustees instead of reporting to the annual meeting of Board ofTrustees.
Documents described in Paragraph 1 and following documents shall be
kept in the principal office for five years. Articles of Incorporation shallalso be kept in the principal office at all times.
(1) Audit report; and(2) Financial audit report

The Articles of Incorporation of Japan International Cooperation System 45

Reference Materials

Article 14 (Remuneration, etc. to Trustees)

Trustees may receive remuneration, etc. calculated by criteria of payment of the remuneration, etc. determined separately by the Boardof Trustees.

3

Article 23 (Duties and Rights of Executive Directors)
1

Chapter 5. Board of Trustees

2

Article 15 (Structure)

The Board of Trustees shall consist of all of the Trustees.

3

Article 16 (Rights)

The Board of Trustees shall resolve the following matters:(1) Election and dismissal of Executive Directors, Auditors and Accounting Auditors;(2) Remuneration, etc. of Executive Directors and Auditors;(3) Criteria for payment of remuneration, etc. to Trustee;(4) Approval of the balance sheet and profit-and-loss statement (statement of net worth);(5) Changes to these Articles of Incorporation;(6) Disposal of residual assets;(7) Approval of disposal or removal of endowment; and(8) Other matters prescribed in law or these Articles of Incorporation asa matter which must be resolved by the Board of Trustees.

Article 17 (Convening of Meetings)

The Board of Trustees shall hold the annual meetings in June every year.
Should the needs arise, the Board of Trustees shall hold the extraordinary meeting.

2

Unless otherwise prescribed in law, the Board of Trustees meetings shallbe convened by the President pursuant to the resolution of the Board of
Directors.
Trustees are entitled to request the convocation of the Board of Trustees’
meeting by indicating the purpose and reason for convening the Boardof Trustees’ meeting to the President.

1
2

2

3

The resolution of the Board of Trustees shall be adopted with theattendance of majority of Trustees and with the votes of a majority ofTrustees present excluding the Trustees who have a special interest in
the resolution.
Notwithstanding the provision of the preceding paragraph, following
resolution shall be adopted by the votes of two-thirds or more of theTrustees excluding the Trustees who have a special interest in the resolution:(1) Dismissal of an Auditor;(2) Criteria for payment of remuneration to a Trustee;(3) Changes to these Articles of Incorporation; and(4) Other matters prescribed in law.
With respect to the resolution for proposal on the election of Executive
Director or Auditor, the resolution described in Paragraph 1 is required
for each candidate. In case the number of candidates for Executive
Director or Auditor exceeds the quorum prescribed in Article 21, theExecutive Director or the Auditor will be elected from among the candidates who have obtained a majority of votes in the order of candidates
with the most number of votes until it reaches the quorum.

1

2

1

2
3
4

5

1

Chapter 6. Directors and Accounting Auditors

2

Japan International Cooperation System Annual Report 2017

Article 21 (Appointment of Directors)

2
3
4

Article 22 (Election of Directors and Accounting Auditor)
1
2

The Executive Directors, the Auditors and the Accounting Auditor shallbe elected by the Board of Trustees.
The President and the Vice Presidents shall be elected by the resolutionof Board of Directors from among the Executive Directors.

46 The Articles of Incorporation of Japan International Cooperation System

The term of office of Executive Director shall continue until the closingof annual meeting of the Board of Trustees for the final business year
out of the business years that end within two years of his/her appointment.
The term of office of Auditor shall continue until the closing of theannual meeting of Board of Trustees for the final business year out of
the business years that end within four years of his/her appointment.
The term of office of Executive Director or Auditor elected as an alternate shall continue until the end of the term of office of his/her predecessor.
In case where the number of Executive Directors or Auditors falls below
the quorum stipulated in Article 21, an Executive Director or Auditor
shall continue to have his/her rights and obligations as Executive Director or Auditor even after his/her resignation or expiration of his/her termof office until his/her successor assumes office.
The term of office of Accounting Auditor shall continue until the closingof the annual meeting of Board of Trustees for the final business yearthat ends within one year of his/her appointment; provided, however,that such Accounting Auditor shall be deemed re-elected if the resolution which decides otherwise is not adopted at such annual meeting ofBoard of Trustees.

Article 27 (Dismissal of Directors and Accounting Auditor)

Minutes of the Board of Trustees shall be made as stipulated by law.

The Foundation shall have the following Directors:
Executive Directors Between three and seven.
Auditors
No more than two.
One of the Executive Directors shall become the President.
Out of the Executive Directors other than the Executive Director who
becomes the President, no more than three Executive Directors shallbecome the Vice Presidents.
The Foundation shall appoint an Accounting Auditor.

The Accounting Auditor shall audit the balance sheet, profit-and-loss
statement (statement of net worth) and detailed statement of each ofsuch documents and shall make an Accounting Audit Report pursuant
to the law.
Accounting Auditor may view and copy the following items and may request the Executive Directors and the employees to report any mattersrelating to accounting:(1) Accounting book or related information prepared in writing if it isprepared in writing; and(2) Accounting book or related information in electronic record prepared by method prescribed in the law if it is prepared in electronic
record.

Article 26 (Term of Office of Directors and Accounting Auditor)

Article 20 (Minutes)

1

The Auditors shall audit the Executive Directors’ performance of theirduties and make an Audit Report pursuant to the law.
The Auditors may request the Executive Directors and the employees
for a business report and may conduct investigation on the businessand financial condition of the Foundation at any time.

Article 25 (Duties and Rights of Accounting Auditor)

Article 19 (Resolution)
1

The Executive Directors constitute the Board of Directors and shall carryout the duties pursuant to the law and these Articles of Incorporation.
The President shall represent the Foundation and carry out the duties
pursuant to the law and these Articles of Incorporation. The Vice Presidents shall respectively carry out the duties determined separately by
the Board of Directors.
The President and the Vice Presidents shall report the progress of theirperformance of their duties to the Board of Directors at least twice eachbusiness year with more than 4-month interval between each report.

Article 24 (Duties and Rights of Auditors)

Article 18 (Convocation)
1

The total number of Executive Directors having a relative who is also
an Executive Director shall not exceed one-third of the total number of
Executive Directors.

3

4

If any of the following applies to a Director, such Director may be dismissed by a resolution of the Board of Trustees:(1) Breach of his/her duties or failure to conduct his/her duties(2) Difficulty in, or inability to cope with, the performance of his/herduties due to mental or physical disability
If any of the following applies to an Accounting Auditor, such Accounting Auditor may be dismissed by a resolution of the Board of Trustees:(1) Breach of his/her duties or failure to conduct his/her duties(2) Misconduct which is inappropriate for Accounting Auditor(3) Difficulty in, or inability to cope with, the execution of his/her duties
due to mental or physical disability
With the approval of a majority of Auditors, the Auditors shall determine
the contents of proposals to be submitted to the Board of Trustees
regarding the election and dismissal of Accounting Auditor, and thenon-reappointment of Accounting Auditor.
The Auditor may dismiss the Accounting Auditor with the approval of
all Auditors in case any of the items under Items (1) to (3) of Paragraph 2of this Article applies. In case of dismissal, the Auditor shall report suchfact and reason for dismissal to the first Board of Trustees’ meeting held
after the dismissal.

Article 28 (Remuneration, etc. to Directors and Accounting
Auditor)1

2

Remuneration, etc. may be paid to Directors and Auditors in theamount calculated pursuant to the standards for payment of remuneration, etc. to be separately decided by the Board of Trustees within the
total amount to be separately decided by the Board of Trustees.
Remuneration, etc. to Accounting Auditor shall be decided by the Boardof Directors by a majority of votes of Auditors.

Article 29 (Exemption from Liability or Limitation of Liability)
1

2

The Foundation may exempt the liability of Directors and Accounting
Auditor under Paragraph 1 of Article 111 of the Act on General Incorporated Associations and General Incorporated Foundations as appliedmutatis mutandis pursuant to Paragraph 1 of Article 198 of such Act
with the resolution of the Board of Directors pursuant to Paragraph 1 of
Article 114 of such Act as applied mutatis mutandis pursuant to Article
198 of such Act up to the amount obtained by subtracting the minimum liability amount prescribed in the law from the amount of liabilityof such Executive Directors and Accounting Auditor.
The Foundation may enter into contracts with Outside Executive
Directors etc. (which have the meaning defined under Paragraph 1 of
Article 115 of the Act on General Incorporated Associations and General
Incorporated Foundations as applied mutatis mutandis pursuant to
Article 198 of such Act and include Auditors and Accounting Auditor)
which limit the liability of the Outside Executive Directors etc. underParagraph 1 of Article 111 of such Act as applied mutatis mutandis pursuant to Article 198 of such Act with the resolution of Board of Directors
pursuant to Paragraph 1 of Article 115 of such Act as applied mutatis
mutandis pursuant to Article 198 of such Act; provided, however, thatthe limitation of liability based on the contracts shall be the minimum
liability amount prescribed in the law.

Chapter 9. Amendment to Articles of Incorporation
and Dissolution of the Foundation
Article 36 (Amendment to Articles of Incorporation)
1
2

Amendment to these Articles of Incorporation may be made with theapproval of Board of Trustees.
The preceding paragraph shall also apply to Articles 3, 4 and 12 of these
Articles of Incorporation.

Article 37 (Dissolution)

The Foundation shall be dissolved if the Foundation is unable to achieve
its purposes due to loss of endowment or for other reasons prescribedin the law.

Article 38 (Disposal of Residual Assets)

The residual assets of the Foundation in case of liquidation of theFoundation shall be donated to the juridical person provided in Item 17of Article 5 of the Act on General Incorporated Associations and General
Incorporated Foundations, national government or local authority.

Chapter 10. Method of Public Notice
Article 39 (Method of Public Notice)1
2

Public notices by the Foundation shall be made through electronic
public notice.
In case that public notice cannot be made electronically due to accidents and other unavoidable reasons, public notice shall be made byplacing such notice in the official gazette.

Chapter 7. Board of Directors
Article 30 (Structure, etc.)

The Board of Directors shall consist of all of the Executive Directors.

Article 31 (Authority)

Supplementary Provision
1

The Board of Directors shall perform the following duties:(1) Decision on the performance of work of the Foundation(2) Supervision over the Executive Directors’ performance of their duties(3) Selection and dismissal of the President and Vice Presidents

Article 32 (Convocation)
1
2

The Board of Directors shall be convened by the President.
If the post of President is vacant or the President is involved in an accident, each of the Directors shall convene the meeting on behalf of the
President.

2

Article 33 (Resolution)
1

2

Resolution of the Board of Directors shall be adopted with the attendance of majority of Executive Directors and with the votes of a majorityof Executive Directors present excluding those having a special interestin the resolution.
Notwithstanding the preceding paragraph, the resolution of the Boardof Directors shall be deemed to have been adopted if the requirements
as stipulated in Article 96 of the Act on General Incorporated Associations and General Incorporated Foundations as applied mutatis mutandis pursuant to Article 197 of such Act have been fulfilled.

Article 34 (Minutes)
12

Chapter 8. Advisors
Article 35 (Advisors)
1
2
3
4

The Foundation may have Advisors not exceeding five persons.
The Board of Directors shall appoint the Advisors from among academic
experts, etc. after deciding on their term of office.
The Advisors shall work without any remuneration; provided, however,that Advisors are entitled to receive any expenses which are necessary
to perform their duties.
The Advisors may provide advices and comments in response torequests from the President.

4
5Japan International Cooperation System Annual Report 2017

Minutes of the Board of Directors shall be made as stipulated in the law.
The President and the Auditors present at the Board of Directors’ meeting shall sign their names and affix their seals on such minutes.

3

These Articles of Incorporation shall come into force on the date ofregistration of establishment of a public incorporated organization as
defined in Paragraph 1 of Article 106 of the Act on Arrangements ofRelevant Acts Accompanying the Enforcement of the Act on General Incorporated Associations and General Incorporated Foundations and the
Act on Authorization of Public Interest Incorporated Associations andPublic Interest Incorporated Foundations as applied mutatis mutandis
pursuant to Paragraph 1 of Article 121 of such Act.
Notwithstanding the provisions of Article 7 of the Act on Arrangementsof Relevant Acts Accompanying the Enforcement of the Act on General
Incorporated Associations and General Incorporated Foundations andthe Act on Authorization of Public Interest Incorporated Associations
and Public Interest Incorporated Foundations, in the event that theregistration for the dissolution of special civil law corporation and theestablishment of general incorporated association or general incorporated foundation take place as provided in Paragraph 1 of Article 106 ofsuch Act as applied mutatis mutandis pursuant to Paragraph 1 of Article
121 of such Act, the date immediately preceding the date of registration for dissolution shall be the final date of the business year and thedate of registration for establishment shall be the starting date of thebusiness year.
The first President of the Foundation shall be Toru Nakatani, the first Vice
President shall be Toshiyuki Ezuka and the first Accounting Auditor shallbe Kiyoshi Toi.
The first Trustees shall be the following:Michiyo Arita, Hajime Suzuki, Masaoki Takeuchi, Makoto Tochigi,
Tetsuya Nakao, Shunichi Hiraki, Kenichi Yanagisawa and Sachiko Yamano
The Executive Directors and Auditors who come into office on the dateof registration shall be the following:
Executive Directors: Toru Nakatani, Toshiyuki Ezuka, Yutaka Kitani, Minoru
Ijima and Sumiko Yazawa
Auditors: Tsuyoshi Hinokuchi and Michio Masaki

The Articles of Incorporation of Japan International Cooperation System 47

Reference Materials

Compliance
1. JICS’ Compliance Policy
JICS carries out procurement and other related activities for international cooperation projects. Accordingly, in addition to its employees, JICS’ stakeholders include the government and citizens
of Japan, governments and citizens of countries that receive aid
through such projects, as well as organizations offering tenders,and contractors such as suppliers, construction companies, andconsultants. JICS understands that its ability to act in the interestsof these stakeholders is integral to its mission.
JICS’ procurement activities are equivalent to public procurement, and, therefore, must be conducted fairly and appropriately
while ensuring transparency. Therefore, JICS has established acompliance system for the purpose of maintaining a high level oftrust among its stakeholders.

2. Compliance System

JICS has set up the following system for promoting compliance.

(1) Compliance Committee(4) Audit Office

Chaired by JICS’ president, the Compliance Committee is responsible for strengthening compliance, responding to any case of abreach of compliance, and examining measures for preventing
the recurrence of such cases.

The Audit Office is responsible for internal auditing under the
direct supervision of the president. From its standpoint as anindependent body, the office conducts audits to determine
whether operations are carried out appropriately and efficiently,
and reports the results to the president.

(2) Compliance and Risk Management OfficeThis office takes steps for enhancing compliance in JICS’ organizations and analyzes risks throughout these organizations in orderto improve risk management.

(3) Audits by auditors, accounting auditor andtax accountants

Auditors are responsible for auditing the performance of duties
by the Board of Directors and executive directors, while the accounting auditor and tax accountants are consigned to conduct
external audits of financial and accounting records. In addition tochecking financial statements and confirming whether internal
controls are in place and being followed, the accounting auditor
also inspects bank accounts (in which funds for aid have been
deposited) being administered by JICS on behalf of governmentsof countries receiving assistance as part of its procurement agent
services.

(5) Internal reporting system

JICS has established an internal reporting system for the purposeof preventing violations of laws or regulations, and for dealing
with any such violations that occur. The system provides contact
points for reporting information, including a reporting line andaccess to auditors, legal advisors, and lawyers from outside JICS.

(6) Whistleblower system for reporting irregularities
concerning tender or other matters

JICS has established a whistleblower system for the purpose of
ensuring that procurement procedures, including those involving tender executed by JICS, are conducted impartially, and that
contracts made with other parties are properly executed.

Compliance System

Board of Trustees

 Strengthening of compliance;
establishment of system andrules; education and training

Compliance Committee

ReportingBoard of Directors
President
Accounting
Auditor

Auditors

Liaison point
for contactfrom external
parties

Vice Presidents

Director of Audit OfficeCompliance and Risk Management OfficeCompliance officers from each division

Reporting

ReportingInternal liaison points

Attorney at law
Reporting/Consulting(Compliance officers in each division,harassment officers)
Instructions

Education/Information sharing

Employees/Parties providing information

3. Measures for Promoting ComplianceJapan International Cooperation System Annual Report 2017

 Response when irregularities
occur; studies; consideration of
response policies and measures
to prevent recurrence(1) A compliance manual is distributed to all employees.
(2) Compliance training is provided to managers and employees
at each occupational level.
(3) Involvement of “anti-social forces*” in JICS’ operations andprojects is strictly prohibited.
(4) A Conflicts of Interest Management Committee has been
set up to deal with accountability in connection with problems resulting from a conflict of interest between concerned
parties. While working to ensure the neutrality, fairness, andtransparency required of JICS’ procurement agent service andother conventional operations, the committee also facilitatessmooth cooperation with other organizations and the proper
establishment of new projects and collaborative partnerships.
(5) Measures are in place for preventing and eliminating

Reporting/Consulting

Whistleblower system for reporting
irregularities concerning tender orother matters
Bidding enterprises/
Contractors

JICS carries out the following measures to promote compliance.
harassment in the workplace, related training is provided to employees, and counsellors are made available.
(6) The safety and feasibility of overseas assignments are examined and considered based on travel warnings issued by
Japan’s Ministry of Foreign Affairs.
(7) A Health Committee has been established to carry out measures for maintaining a comfortable workplace environment.
(8) Instructions are provided for inspections and management offund administration.
(9) JICS’ Code of Conduct is made known to local staff involved inprojects in recipient countries.
* Organized crime syndicates, corporate extortionists and other similar entities

4. Measures for Protecting Personal Information
JICS recognizes that it has a social responsibility to handle personal information in an appropriate manner. Accordingly, it hasestablished a basic policy on personal information protection
along with related rules. In recognition of these measures, JICS
received accreditation under the PrivacyMark system in Japan on

48 Compliance

June 17, 2011. (The accreditation was renewed forthe third time on June 17, 2017.)

JICS is certified as an entity authorized to use the “Privacy Mark”
logo, and is subject to laws in Japan.

Outline of JICS
Name of Organization:
Japan International Cooperation System (JICS)
Head Office:5th Floor, Harumi Center Building, 5-24, Harumi 2-chome,
Chuo-ku, Tokyo 104-0053, JAPANMain Contact Information and Website:
Tel: +81-3-6630-7870
Fax: +81-3-3534-6811
E-mail: jics@jics.or.jp
URL: http://www.jics.or.jp/jics_html-e/index.html
Executive Directors:
President:
Iichi Mishima
Vice President (Responsible for General Affairs):
Toru Kubo
Vice President (Responsible for Business Management)
Kazuki Takeuchi
Date of Establishment:
April 12, 1989
Endowment:¥387 million
Number of Employees:
165 (as of October 1, 2017)

 Project Offices (11 offices in 11 countries)

Afghanistan
Pakistan
MyanmarCambodia
SenegalMali
Burkina Faso

Philippines
Ethiopia
Madagascar

Niger

Japan International Cooperation System
Annual Report 2017
Published December 27, 2017 (English Edition)
Compiled and published by Japan International Cooperation System
5th Floor, Harumi Center Building, 5-24, Harumi 2-chome, Chuo-ku, Tokyo 104-0053,
JAPAN
Tel: +81-3-6630-7870
http://www.jics.or.jp/jics_html-e/index.html
Editorial assistance: Five Cs, Inc.
Printed in Japan©2017 Japan International Cooperation System

Principal Activities in Fiscal 2016