Nitto Denko Group Report 2013
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11Nitto Denko Group Report 2013The Nitto Denko Group aims at sound and transparent management in order to implement long-lasting harmonious activities involving all stakeholders.GovernanceRaw materialsCO2 emissionsSolvent emissionsWater dischargeIndustrial wasteR&D expensesCapitalinvestmentRecyclingEnergyWaterHumanresourcesCorporate governanceManagementProductsNew technologyIntellectualpropertyBusinessactivitySalesOperatingIncomeDividendsSocialcontributionsBasic PolicyThe Nitto Denko Group believes in the importance of prot for all of its stakeholders. In order to maximize shareholder value on a continuous long-term basis, it is very important to uphold corporate governance.General policies for all employees to follow in order to function effectively as members of a business enterprise and society are outlined in our “Corporate Vision,” “Guiding Principles,” and “Business Conduct Guidelines.”Our Corporate Vision and Guiding Principles are based on the “Open, Fair and Best” concept, in which information is to be shared openly, decisions are to be made fairly, and our best efforts are to be made in every activity. In this way, we strive for healthy, transparent governance.In further efforts to achieve fair and transparent management, basic policies have been designed for each eld of specialization of our business, and governance is carried out based on these policies.Governance SystemDirectors, Board of Directors, and Corporate Vice PresidentsThe Board of Directors makes decisions on important management-related matters and oversees the business affairs of directors and the corporate vice presidents. The directors and corporate vice presidents undertake business affairs according to the basic policies determined by the Board of Directors. In order to strengthen the health and transparency of management, directors and the corporate vice presidents serve a one-year term, with external directors being appointed since 2007.Management and Remuneration Advisory CommitteeThe Management and Remuneration Advisory Committee was formed as an advisory group to the president, consisting of outside experts offering advice on important management issues and director compensation from a different perspective.Corporate Auditors and Board of Corporate AuditorsCorporate auditors attend Board of Directors meetings to audit the business affairs of directors. In addition, their tasks include attending other important meetings; listening to the activity status of directors, corporate vice presidents and employees; viewing approval papers and other formal documents; inspecting the main ofce, technology and business divisions, plants and subsidiaries in Japan and overseas; and exchanging opinions and sharing such reports and hearings with accounting auditors.Audits and Internal ControlsIn order to meet our social responsibilities as a business, the Nitto Denko Group has independent divisions under a check-and-balance system performing internal audits, which are useful for achieving effective internal controls and management objectives.AuditsInternal audits are conducted to ensure management activities are being performed accurately, legitimately and reasonably, by all of the companies within the Nitto Denko Group, so as to contribute to improvements in business operations and performance. External audits are also conducted periodically.Internal ControlsBasic policies on internal controls have been created to ensure suitable business practices. Internal controls for nancial reporting have also been developed in an effort to ensure the appropriate maintenance and operation of the control environment, risk evaluation and response, control activities, information and transmission, monitoring, and handling of IT.General Meeting of ShareholdersBoard of DirectorsRepresentative DirectorsCorporate Vice PresidentsBusiness divisions, HQ divisions,Group companiesCSR CommitteeInternal ControlCommitteeCorporateGovernanceDepartmentCorporateStrategyCommitteeelections / dismissalselections / dismissalselections / dismissalselections / dismissals / supervisionEight Directors (Two External Directors)Board of CorporateAuditorsFive Corporate Auditors(Three ExternalCorporate Auditors)MonitoringCooperationCooperationCooperationAccountingAuditorMonitoringPresidentManagement andRemunerationAdvisoryCommittee Corporate Governance System

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