Basic Concept of Corporate Governance
ZIGExN has established ZIGExN Code of Conduct, in order to give shape to ZIGExN Philosophy and to serve as guidance on proper behavior and mind expected of all directors and employees.
Based on both of ZIGExN Code of Conduct and management principle from ZIGExN Philosophy, we will strive to increase our corporate value with the sustainable growth for committing the basic principle from ZIGExN Philosophy by establishing the corporate governance structures with high transparency and monitoring functions, which allows to make proper management decisions immediately as trusted company by our shareholders and any other stakeholders.
For further information, please refer to “Corporate Governance Report” as below in this page
Corporate Governance Structure
Board of Directors
The Board of Directors of the Company consists of five directors (including two outside directors). In accordance with the Board of Directors Regulations, extraordinary meetings of the Board of Directors are held flexibly as necessary to carry out business and mutually supervise the execution of duties among directors, in addition to the regular monthly meetings. Three corporate auditors (all three are outside corporate auditors) attend the Board of Directors meetings and express their opinions when necessary.
Regarding the Company's policy and process for the selection of directors, the Board of Directors selects a director who has knowledge, experiences and abilities needed for being the well-balanced Board of Directors as a whole and is willingly to demonstrate his/her ability towards the sustainable enhancement of the Group's corporate value, regardless of gender, age, etc.
For the selection of outside directors based on “Criteria for Independence of Outside Directors and Outside Corporate Auditors” as below in this page, the Board of Directors also select an outside director who can give a suggestion against a resolution and a deliberation during the Board Directors meeting based on the different background and the professional knowledge from the neutral and objective viewpoint in order to allow the Board of Directors to make a proper decision and to strength the corporate governance.
Board of Auditors
The Board of Auditors of the Company consists of one full-time auditor and two part-time auditors, and all these auditors are outside auditors. The auditors review and evaluate whole executive operations as each auditor attends meetings of the Board of Directors and also attends, if necessary, regular meetings in business operations.
In principle, the auditors convene meetings of the Board of Auditors once a month to discuss and resolve important matters related to audit policies, audit plans, and audits by exchanging opinions about the company’s operation.
Regarding the policy and process of selecting auditors for the Company based on the importance of audits and the functions of auditors in corporate management, an auditor will be selected based on his/her abundant experience in corporate practice or highly specialized personnel, such as certified public accountants, lawyers, and former supervisory administrative officers, regardless of gender, age, or other factors, with considering the balance of knowledge and experience of each candidate and referring to “Independence Standards for outside Directors” as below in this page.
We believe that outside auditors can enhance their monitoring ability of audits against whole executive operations by operation directors by giving a suggestion during important meetings including the Board of Directors meeting based on the professional knowledge and abundant experiences from the neutral and objective viewpoint.
Status of Internal Control Systems
Through the resolution adopted by the Board of Directors meetings, we are working on the establishment of internal control by mainly the internal audits and auditors with having the basic policy for establishing the internal control system for appropriate operations with regulations of authorities and whistleblowing.
Status of Internal Audits and Auditor's Audit
We have established a position, “the internal audit officer” under the direct control of the president and representative director to conduct internal audits. Basically, regular audits are required for the headquarters and consolidated subsidiaries because the internal audits are very important for operational efficiency, various regulations, controlling the authority of duties and compliance. In addition, we strive to strengthen internal control by cooperating with auditors and the audit corporation as appropriate.
Status of Risk Management System
We could manage and response immediately to risks as established the Crisis Management Regulations which mentions in writing how to responses to risks, such as natural disasters, infringement of intellectual property rights, and information leakage. In addition, the Business Management Department is striving to detect and prevent risks at an early stage by collaborating with each business division and constantly collecting and sharing information.