In order to meet the expectations of our stakeholders and win their trust, MITSUBA will continue to improve corporate value and implement fair, wholesome, and highly transparent management corporate value based on our corporate philosophy “providing pleasure and peace of mind to people of the world.”
The Company shall treat all shareholders equally in accordance with their holdings, and shall secure the substantial rights of shareholders, based on the “Principle of shareholder equality” stipulated in the Companies Act, and disclose information in a timely and appropriate manner so that such rights can be appropriately exercised. Moreover, at the general meeting of shareholders of the Company, the Company will strive to create an environment in which more shareholders can exercise their voting rights, taking into consideration the composition of the Company's shareholders.
We consider the interests of our stakeholders, including customers/consumers, employees, shareholders/investors, business partners/creditors, and society, and cooperate appropriately in order to sustainably improve our corporate value. Moreover, in order to ensure that the interests of stakeholders are not harmed, the Company shall establish a code of practice and internal regulations based on its corporate philosophy, and each officer and employee shall practice these and monitor the implementation status. Furthermore, the Company has developed a reporting system internally and externally to ensure that the Board of Directors is informed of concerns about illegal activities and unethical practices at the Company, and that the whistleblower is not adversely affected.
Based on the Companies Act and other applicable laws and regulations, we will determine our policy on information disclosure, disclose information deemed important in a timely and appropriate manner, and obtain the understanding of our stakeholders. Moreover, when disclosing information, try to provide specific and easy-to-understand descriptions.
The Company's Board of Directors, entrusted by shareholders, is responsible for the sustainable corporate value improvement through the realization of efficient and effective corporate governance. For this reason, the Company will separate the management decision-making and supervisory functions from the business operations functions to ensure efficient business operations and strengthen the supervisory function of the Board of Directors by appointing outside directors to ensure fair and highly transparent management. Furthermore, we will establish a Nomination and Compensation Committee, which is an advisory body to the Board of Directors and aim to strengthen governance by increasing objectivity and transparency in the procedures for nominating directors and determining compensation.
In order to sustainably improve corporate value, we will actively engage in dialogue with shareholders and investors through opportunities such as the General Meeting of Shareholders and Investor Relations, etc., and strive to ensure that they understand our management strategies and plans, as well as reflect the opinions of shareholders and investors in our management.
MITSUBA has adopted a company with an Audit and Supervisory Committee as an organizational design under the Companies Act. Moreover, the operating officer system is introduced and appointed four outside directors to promote stronger governance and more efficient management. Furthermore, we have established the Nomination and Compensation Committee, an advisory body to the Board of Directors, and are working to strengthen governance by increasing the objectivity and transparency of the procedures for determining the nomination and compensation of directors.
In order to make management decisions quickly and appropriately, MITSUBA delegates business operation authority to meetings such as management meetings and has a matrix structure with functional organizations (departments, sections, projects) that execute business. Important matters related to ESG are deliberated at the ESG Committee, a company-wide meeting body related to ESG, and reported to the Management Meeting.
Various committees have been set up as subordinate bodies of the committee to formulate action policies and monitor important company-wide themes in each area and respond to various management issues raised by each committee under the direction and orders of the compliance officer and the risk management officer.
Related policies, etc.:
Corporate Governance Report
(PDF : 0.94MB / 14P) (Written in Japanese)
Basic Policy for the Internal Control System
(PDF : 1.55MB / 6P) (Written in Japanese)
As stated in the mission statement of our CSR policy, MITSUBA Group is a company that meets the expectations of the society and is trustworthy, so in our code of practice, “How We Should Act,” we stipulate that “We will correctly understand and comply with the content and spirit of the laws and regulations, as well as understand the trends in amendments and respond appropriately.” In order to promote the creation of an organization and culture that emphasizes compliance, we have established the Group standard “Rules for Compliance and Risk Management in MITSUBA Group” related to compliance, and we are promoting initiatives related to compliance throughout the company.
At MITSUBA, in order to strengthen our compliance system, we have established the so-called “three defense lines” (fostering on-site awareness, management by the Legal Department, and internal audits by the Internal Auditing Department), and have constructed a system that enables thorough legal compliance. Moreover, decisions on important matters concerning compliance and risk management initiatives in MITSUBA Group are made in the ESG committee. Details of discussions, resolutions, and progress made in the ESG committee are reported to the MITSUBA Board of Directors through the MITSUBA management meeting.
At MITSUBA Group, we are working to foster compliance awareness throughout the Group by distributing portable cards with the Group codes of practice, “How We Should Act,” which specifically define the act that each employee should practice on a daily basis. Moreover, we are working to improve compliance awareness by including a section on “How We Should Act” in the CSR education that we conduct every year using e-learning.
MITSUBA Group conducts compliance education by theme, such as the Antitrust Law, as part of stratified education, as well as offering global e-learning courses. Moreover, once a year, at the “Personnel Labor Management Meeting” for managers, we provide various education according to roles and duties, such as education on the Labor Standards Act, daily labor management, and harassment.
MITSUBA Group has set up the “MITSUBA Comprehensive Consultation Desk”, both internally and externally (at law firms), where employees can report and consult about "corporate ethics" and “compliance”. We investigate all reported and consulted matters and take appropriate measures to resolve them. When operating the consultation desk, we ensure that it can be used with peace of mind by protecting the privacy and preventing any disadvantage to the whistleblowers and consulters. Moreover, our internal regulations clearly state the penalties for unfavorable treatment of whistleblowers and consulters.
MITSUBA Group issues and operates the "Anti-Bribery Guidelines" to prevent corruption. These guidelines clarify the behavior required of MITSUBA Group employees, mainly by indicating prohibited acts when interacting with public officials. In addition to bribery of public officials, it also calls for thorough implementation of fair transactions with private business partners. Moreover, the internal regulations clearly state the penalties for violations of the law.
In FY2022, there were no cases of fines, terminations or other incidents related to corruption.
Regarding the Antitrust Law and the Subcontract Law, MITSUBA has established an “Antitrust Law Compliance Manual” and provides regular education to prevent anti-competitive behavior. When MITSUBA employees come into contact with competitors, prior application and post-event reporting are carried out, and thorough measures are taken to prevent acts that could be suspected of violating the Antitrust Law. Moreover, the internal regulations clearly state the penalties for violations of the law.
In the FY2022, there were no cases of fines, terminations or other incidents related to anti-competitive behavior.
In MITSUBA, evaluations of the sustainability management system by a third-party organization are received periodically (once a year), and we are working on maintaining and improving the CSR activity framework further.
Moreover, based on group standards related to sustainability, the effectiveness of the sustainability management system of each MITSUBA Group company, including compliance, is being evaluated (personal assessment). If the personal assessment results are found to be insufficient, we will conduct an audit of each company in MITSUBA Group to confirm the current situation and propose improvements. Furthermore, if there is a problem, it will be reported to the top management, etc. as necessary, and improvement measures such as implementing measures to prevent recurrence will be taken.
We will continue to work to further reduce risks through continuous monitoring and improvement proposal.
In order to minimize diversifying risks such as large-scale earthquakes and other natural disasters, new coronavirus infections, and geopolitical risks such as Russia and Ukraine problems, MITSUBA Group will enhance and strengthen comprehensive risk management. We position risk management as an important management issue in achieving the mission statement of our CSR policy and aiming for sustainable growth and stability. We have established the “Rules for Compliance and Risk Management in MITSUBA Group” as a Group standard for risk management and are promoting initiatives to respond to loss crises that can occur in normal times and emergencies.
Based on the “Group Compliance and Risk Management Regulations,” the MITSUBA Group regularly (once a year) identifies “business risks” related to changing social and environmental issues and evaluates them based on frequency of occurrence and various degrees of impact. Moreover, we clarify the departments and committees responsible for these risks, and instruct the planning and implementation of mitigation measures, as well as identify important risks at the ESG Committee and disclose them externally through Asset Securities Reports and other documents.
The MITSUBA Group views the formulation of Business Continuity Plan (BCP) as a priority theme in order to fulfill its obligation to supply products as a company and has established a “BCP Committee‘” under the “ESG Committee”, a company-wide committee, to develop an appropriate management system and disaster mitigation measures.
Moreover, we have set up a “production and sales meeting” as an organization to handle risks from product production to sales and will identify risks and implement necessary measures from the perspective of stable product supply and disaster prevention.
MITSUBA has established a basic BCP policy and developed a Business Continuity Plan in order to fulfill its responsibility to supply customers even in the event of an emergency such as a major earthquake. Moreover, in FY2020, we established a BCP Committee chaired by the Senior Managing Executive Officer in charge of Production and are working to improve and strengthen our Business Continuity Plan. Furthermore, we have established two working groups to develop systems to protect the safety of employees in emergency situations such as disasters, fire prevention and disaster mitigation to minimize damage, and working on considering and implementing proactive measures to address global risks and risks in the supply chain.
1. In the event of a disaster or other emergency, we will prioritize the safety of our employees and their families.
2. We will take preventive measures daily to minimize damage.
3. We will fulfill our responsibility to supply to our customers by continuing our business and restoring production activities as soon as possible.
At MITSUBA, if it is determined that an emergency situation that could affect the supply of products to customers has occurred, the Risk Management Officer will activate the BCP and establish a disaster response headquarters. Under the direction of the Chief of the Countermeasures Headquarters, the departments in charge and related departments work together to ensure a swift response.
Moreover, by regularly conducting BCP drills that simulate an earthquake, we are confirming the effectiveness of our current system and strengthening our business continuity capabilities. Furthermore, based on lessons learned from the trainings, we are revising various procedures and aiming to step up our crisis management system.
With rapid digitalization, there is a demand for the utilization of digital data to strengthen competitiveness. Damage caused by cyberattacks is increasing year by year all over the world, and attack methods are becoming more sophisticated. In such an environment, MITSUBA has established a "Basic Policy on Information Security" and is working to improve information security by implementing information security measures that consider the cybersecurity risks unique to the automobile industry.
In order to contribute to the creation of a prosperous automobile society, through management activities centered on transportation equipment related business (*1), MITSUBA believes that protecting the information assets (information entrusted to us by customers, development information including intellectual property, etc.) it handles from intentional or accidental threats is an extremely important responsibility.
MITSUBA aims to meet the expectations of society and become a trusted company by protecting information assets in order to achieve “provide pleasure and peace of mind to the people of the world“ as stated our mission statement (*2), and to establish a Basic Policy on Information Security that we will comply with.
(*1) Transportation equipment related business: Business centered on electrical components for automobiles and motorcycles and other vehicles that apply such technologies.
(*2) MITSUBA mission statement: Together with those who support it, MITSUBA will provide pleasure and peace of mind to the people of the world by creating technology in harmony with society and the environment.
The following applies to information and personnel (*1) related to business activities.
- Applies to information assets handled by MITSUBA and information assets entrusted to us by customers.
- Applies to MITSUBA employees (*2).
- Even if a third party company handles information handled by MITSUBA, it will be handled in accordance with this policy.
MITSUBA will clarify the organization and responsible person for the promotion and operation of information security management, and implement appropriate management of information assets.
MITSUBA will establish and comply with internal regulations based on laws and various norms related to promoting information security and management.
MITSUBA will regularly conduct security education according to duties and operations for personnel (*1) who handle information, will make them aware of the importance of information assets, and will ensure that such assets are properly used.
MITSUBA will take appropriate human, physical, and technical measures against various risks caused by threats such as loss, destruction, falsification, leakage of confidential information, and unexpected service interruption.
MITSUBA will continuously improve this basic policy and related internal regulations.
(*1) MITSUBA Group executives, employees, temporary employees
(*2) MITSUBA executives, employees, temporary employees
MITSUBA manages and operates the information systems of the entire Group, including the security of MITSUBA and its domestic and overseas affiliates with the supervision of the person in charge of information security (Information Systems Chief Executive Officer) under the structure of the “Rules for Managing Information Systems in MITSUBA Group”.
MITSUBA has established the “Group Information Infrastructure Utilization Guidelines” to prevent significant impacts on information assets (especially data), information networks, and information security, and to ensure the appropriate and smooth use of information infrastructure for personnel who handle information of the entire Group, including domestic and overseas affiliates.
MITSUBA regularly conducts information security education through e-learning for personnel who handle information of the entire Group, including domestic and overseas affiliates. In addition to how to use information devices, the educational content includes the need for information leak countermeasures, an introduction to and countermeasures for attack methods that have been increasing in recent years, and initial responses in the event of malware infection, in an effort to raise awareness of information security.
| Information Security Education Participation Rate Scope: MITSUBA Group Target value (FY2021): 100% |
Actual Values (FY2021) 100% (5,015 people) |
|---|
To prevent information leakage due to malware such as ransomware or unauthorized access to internal networks and systems from outside, we implement multi-layered security measures such as antivirus software, firewalls, and website filtering, as well as provide education and We are conducting awareness activities.
MITSUBA conducts regular information system audits of each department and domestic and overseas affiliates in accordance with regulations to assess and correct risks related to information security and is working to improve the level of information security throughout the Group.
We have built an SOC (Security Operation Center) to enable early detection and prompt response to cyber-attacks such as malware and unauthorized access, and we currently operate it.
The SOC conducts security monitoring 24 hours a day and 365 days a year, targeting information devices and networks across the entire Group, including domestic and overseas affiliates, and analyzes and responds when anomalies are detected. Moreover, the SOC investigates new information security risks by utilizing websites with computer security information such as the Information-technology Promotion Agency (IPA) and JPCERT/CC (*), as well as the Vulnerability Countermeasure Information Database (JVN). At the same time, the SOC works to raise the level of information security by reducing risks and introducing security tools as necessary.
(*) Abbreviation for Japan Computer Emergency Response Team Coordination Center (JPCERT Coordination Center)
MITSUBA, in the event of a serious information security incident, such as the suspension of production due to a cyberattack, established the Disaster Countermeasures Headquarters based on MITSUBA's “Business Continuity Plan (BCP) Regulations” so that management decisions can be made in the event of an emergency, as in the case of a natural disaster such as an earthquake directly under the Tokyo metropolitan area. Moreover, the Information Systems Business Continuity Plan (IT BCP) and "Information Security Incident Management Regulations" were established based on the plans and procedures to minimize the damage in the event of an emergency, and in order to maintain and improve their feasibility, so targeted attack e-mail trainings and other activities are conducted according to the plan.
MITSUBA aims to be a company that continues to grow by creating and utilizing intellectual property to protect not only its products but also its business.
MITSUBA will secure a sustainable competitive advantage by protecting its core competency technologies with a patent portfolio. Then, using multilateral analysis of the IP landscape, MITSUBA will maximize the use of its own intellectual property to grow and expand existing businesses, and create and link new businesses by creating innovation.
MITSUBA understands its own positioning by visualizing its own and other companies' intellectual property information. Moreover, both the intellectual property and the business/development departments collaborate with each other from the early stages of development, aiming to acquire broad and strong patent rights, sharing intellectual property issues early, and minimizing intellectual property risks. We also respect the rights of other companies and respond appropriately.
MITSUBA strengthens the reskilling of intellectual property personnel through rank-based training such as those that are recent hires, those in their second year, and those in the leader ranks.
MITSUBA cooperates with technical centers at overseas Group sites to collect and analyze global patent information and disseminate information to related departments. Furthermore, by effectively utilizing information, we are able to create and file inventions that are mindful of SDGs.
International tax rules triggered by the Base Erosion and Profit Shifting (BEPS) project by the Organization for Economic Co-operation and Development (OECD) are becoming more complex year by year, and the importance of corporate governance related to taxation is increasing in Japan. MITSUBA Group has established the “Group Tax Management Regulations” and is working to strengthen appropriate tax payment and tax governance on a global basis, and to maintain and improve tax compliance.
Based on the mission statement of "providing pleasure and peace of mind to the people of the world“, MITSUBA Group strives to comply with the tax-related laws and norms of each country and region as well as international rules in order to realize fair business activities, believes that paying taxes is a corporate obligation, and strives to contribute to society through appropriate tax payments.
Under the responsibility of the Chief Financial Officer of MITSUBA, the MITSUBA Accounting Department has established a global tax governance system to address tax-related matters. At each Group company, a tax manager appointed by the president of each company is responsible for managing and supervising tax operations and reporting to the MITSUBA Accounting Department.
MITSUBA has established reporting lines from each MITSUBA Group company to collect information on tax risks. Highly important matters are reported to the Management meeting based on the judgment of the Chief Financial Officer of MITSUBA.
Moreover, MITSUBA is working to reduce tax risks by providing advice from experts and confirming with tax authorities.
In the MITSUBA Group, we conduct education and awareness activities to ensure that each employee is aware that complying with tax laws and rules is the best way to minimize tax risks and increase corporate value, and to ensure tax compliance. Moreover, in order to confirm the results of appropriate accounting procedures, accounting audits are regularly conducted by external organizations at all Group companies.
MITSUBA Group appropriately and effectively uses reduction measures and strives to optimize tax burden but does not engage in tax reduction by interpreting or applying them in manners deviating from the intent of laws and norms. Moreover, we do not engage in tax avoidance using tax havens and so on.
MITSUBA Group strives to ensure proper filing of tax returns and reduce tax risks by building and maintaining good relationships with the tax authorities of each country and checking with the tax authorities in advance if necessary.
MITSUBA Group discloses important tax-related matters to stakeholders in a timely manner.
Moreover, the IR personnel in the accounting department provides sufficient information and answers to tax-related questions from stakeholders.
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