We strive to improve management transparency and thorough compliance, and work to enhance corporate governance to ensure appropriate business execution and sustainable improvement to corporate value.
MIDAC
GROUP
GROUP
- TOP
- Sustainability
- Governance
Sustainability
Governance
Basic Approach
Based on the philosophy that "a company is a public institution," we strive to realize responsible management for all of the stakeholders involved with MIDAC and to expand our corporate value over the long term. In order to achieve this purpose, we recognize that sound management to protect the rights and interests of shareholders, the management monitoring functions that support this, and the timely and appropriate disclosure of information are among the most important issues.
In order to accomplish this task, we eliminate meetings that are mere formalities and encourage our Directors and executives to proactively speak out. Additionally, we strive to maintain close communication on a daily basis and to foster an atmosphere of freedom where opinions can be exchanged frankly. We also work to build an organization that eliminates unilateral instructions and orders from the President and collusive discussions, makes prompt decisions after considering risks, and allows mutual checks and balances to be effective.
On the other hand, we have also established an Audit and Supervisory Committee, and, based on their own experiences, Directors who are members of the Audit and Supervisory Committee conduct strict checks on management. Additionally, internal audits are also conducted by our Internal Audit Office.
By adopting such a system, we strive to strengthen our corporate governance by working to implement prompt decision-making and enhancement of monitoring functions. We strive to disclose information in a timely and fair manner so as not to create information gaps amongst stakeholders.
Corporate Governance System
We have established a Board of Directors and an Audit and Supervisory Committee, and, by having Directors who are Audit and Supervisory Committee members with voting rights attend Board of Directors meetings, we strengthen the supervisory function of the Board of Directors and improve the soundness and transparency of the MIDAC's management.
1. Board of Directors
The Board of Directors consists of five Directors (excluding Directors who are Audit and Supervisory Committee members) (four men and one woman) and four Directors who are Audit and Supervisory Committee members (four men). The Board of Directors meets at least once a month to determine basic management policies, matters stipulated by laws and regulations, and other important matters related to management.
2. Audit and Supervisory Committee
The Audit and Supervisory Committee consists of one full-time Audit and Supervisory Committee member and three Audit and Supervisory Committee members (Outside Directors), and, in principle, meets once a month. Directors who are Audit and Supervisory Committee members attend Board of Directors meetings and other important meetings, and audit the status of business execution by Directors.
3. Group Management Meeting
A Group Management Meeting is held once a month, with all Directors and key executives of the Group as members. In addition to monthly budget performance management and progress management of departmental plans, the members discuss or exchange opinions on all important matters within MIDAC.
4. Safety Control Room
The Safety Control Room was set up under the direct control of the President & Representative Director to identify issues related to occupational health and safety within MIDAC and to check on the status of efforts to improve these issues.
5. Internal Audit Office
The Internal Audit Office was set up under the direct control of the President & Representative Director, systematically conducts internal audits with two full-time members, and reports the audit results to the President & Representative Director and to the Audit and Supervisory Committee.
6. Accounting Auditor
In order to conduct appropriate accounting treatment in accordance with accounting standards, we have entered into an audit contract with Deloitte Touche Tohmatsu LLC and undergo an accounting audit.
Independence Criteria and Qualifications for Independent Outside Directors
For Independent Outside Directors, the independence standards stipulated by the Companies Act, the Tokyo Stock Exchange, and the Nagoya Stock Exchange are used as the criteria for judging independence from MIDAC. We select candidates that meet these criteria, that are judged to be substantially independent, and that are expected to contribute to candid, active, and constructive deliberations by the Board of Directors based on their track record, experience, and insight.
Additionally, Independent Outside Directors are also disclosed in the Notice of Convocation of General Meeting of Shareholders and in our securities report.
Risk Management/BCP
We have established the Safety Control Room as the department in charge of our risk management system, and each department also implements measures to minimize the risks that exist in their respective operations.
Additionally, the content and procedures in the BCP have been reviewed to ensure that it is a practical plan and that business continuity activities can be initiated promptly in the event of an anticipated disaster.