Governance& compliance29

CSR REPORT 2020

Company profile

Governance

Governance &compliance

Our basic view on corporate governance■ Board of Directors
Comprised of 10 members, the Board of Directors decides important issues in INOAC’s business. Each board member

INOAC considers the improvement of corporate governance to be an important

reports the execution, financial and performance statuses of his/her division, based on which the Board supervises

management task in order to raise the group’s performance, value and social■ Executive officer system
In order to separate supervisory and executional responsibilities, INOAC has introduced an executive officer system.

■ Corporate governance structure (organizational structure)

Each executive officer, endowed with his/her own authority from the Board, acts as the head of the department,
handle critical business execution.

Monitor
CCO

Compliance Officeand Compliance
Officers

Executive
Management
Committee

Various measures are implemented to ensure that we comply with applicable laws as well as the company’s articles of
Associated/affiliated groupcompanies

Businessunits

CrisisManagement
Committee

Internal control system
Cooperation

President

Board of Directors

Appointment and dismissal

Supervise

about the status of their business operations.

incorporation in our business execution.

■ Compliance
All employees are educated on our system for promoting compliance and our Corporate Code of Conduct.
■ Information management
Documents are managed by the Document Control Procedure that defines the responsible department/section andstorage period for each document.

Accounting audit
Accounting auditor

operations are also clarified along with audits conducted by company auditors when necessary.

■ Risk management
The Executive Management Committee manages each risk and Crisis Management Committee meetings are held
when necessary. The Negative Information Hotline is always ready to quickly obtain information about risk andprovide a structured response.

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CSR REPORT 2020

Governance & compliance■ Control structure as a corporate group
Governance rules for associated companies are established for associated and affiliated companies. Rules for businessSupply chain management

Appointment and dismissal

meeting

attend important meetings, such as board meetings, and audit the execution of duties by the directors by inquiring
Internal
Business Auditors’ audit
OfficeProducing an employee-friendly
workplace

Shareholders’■ Board of Auditors
The Board of Auditors is composed of three company auditors including two external auditors. The company auditors

Audit

Communication with society

Appointment and dismissal

Board of Auditors (including outside company auditors)

Improving value

group company or major functional organization to speed up decision-making, optimize business operations andHarmony with the environmentand controls the business execution of the company.

credibility.

Cooperation

Feature story

Corporate governance structureCompliance education

Internal reporting system

aimed to raise awareness on compliance is provided to sales

to act immediately in the event of any compliance-related violation. To

representatives, staff in charge of procurement, new employees andthis end, INOAC has established the Help Line through which anyone may

INOAC believes that the compliance requirement goes

mid-career hires at all INOAC business locations. The educational program

consult directly with both the legal department and an external law firm

beyond simply following the applicable laws and requires

looks at examples of compliance violations that have occurred at otherabout their concerns. Internal Reporting and Whistleblower Protection

each employee to act with a high level of ethics. In ordercompanies and conducts case studies on how such issues could occur inRegulations have also separately been established to protect

for INOAC to satisfy its corporate responsibilities andone’s own workplace. The program also holds discussions on questions

whistleblowers from any form of retaliation.

expectations from customers, it is not enough to simply

about matters requiring clarification which arise in day-to-day work

follow the applicable laws. Employees must also recognize

operations. Through these efforts, we are working to raise each

their social responsibilities as part of the corporation.

individual’s awareness of compliance.

Internal audits

Negative Information Hotline

Field audits are conducted at each section and domestic group company

The Negative Information Hotline (consultation line) has been establishedCompliance Office has been established within the Tokyo Head Office. We

covering aspects such as compliance, risk management and observancefor employees to report not only compliance issues, but also any issues

have appointed a Chief Compliance Officer (CCO) to lead the Complianceof laws. Areas that are deemed in need of improvement by the results ofregarding product quality, safety, the environment, sales, procurement

Office and Compliance Officers for each jurisdiction and business location

field audits are tracked regularly to raise the governance standards of theand more. When such issues arise, the company will be able to respondin Japan and overseas. In addition to establishing internal regulations, weINOAC Group as a whole.

immediately and take measures to keep problems from spreading.

are also creating systems to raise employee awareness toward

Global Quality Assurance Division

Safety and environmental issues
Safety and Health Hazard Management Section

Information on compliance
Legal Affairs Section, Corporate Planning Dept.

Information on sales, procurement, etc.
Corporate Planning Div.

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CSR REPORT 2020

Governance & compliance

Negative
Information
HotlineSupply chain management

Quality issues

compliance.

Producing an employee-friendly
workplace

The Compliance and Ethics Program has been implemented, and a

Communication with society

Compliance and Ethics Program

Improving value

In order to thoroughly enforce compliance, the company must be readyHarmony with the environment

In addition to establishing internal regulations, an educational programFeature story

Basic views
on compliance

Company profile

Compliance

Governance &compliance