MIRAIT Holdings Corporation

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Management of the MIRAIT Group

Corporate Governance

Basic approach

MIRAIT Holdings Corporation recognizes the importance of management as a company with social responsibilities, implements organizational structures and mechanisms for ensuring transparency and fairness in decision-making, and positions the creation of relationships of trust with all stakeholders including shareholders to be one of the most important issues in management.
We aim to improve our corporate value and achieve sustainable growth as a “comprehensive engineering & services company” by maintaining effective corporate governance and making continued improvement efforts.

Corporate governance structure

As a company with a corporate auditors system as defined by the Japanese Companies Act, we have a Board of Directors, Board of Corporate Auditors, and accounting auditors to supervise the execution of business. The Board of Directors includes two independent outside directors.
The Board of Corporate Auditors, internal audit unit, and accounting auditors also conduct their respective, independent audits while collaborating with each other as necessary.

Corporate governance structure

Corporate governance structure

Policies and procedures in the appointment of directors and corporate auditors (kansayaku)

In the nomination of director and corporate auditor candidates, candidates are selected from an extensive pool inside and outside the company, and the Board of Directors decides upon candidates with excellent personal attributes and knowledge in addition to a high level of management skills.
In particular, independent outside directors are nominated based on their ability to fulfill their roles and responsibilities from an expert and objective perspective, such as having abundant experience and knowledge in their respective fields, and providing advice and supervision from the perspective of medium- to long-term enhancement of corporate value. Moreover, independent outside corporate auditors are nominated based on their ability to increase transparency of the Board of Directors and enhance corporate value by appropriately monitoring the state of compliance with laws, regulations, and the Articles of Incorporation regarding management decisions and execution of operations by directors with abundant experience and knowledge in their respective fields.
The reasons for the election of individual directors and corporate auditors are described in Notices of the General Meeting of Shareholders.

Effective use of independent directors

The company has elected several independent outside directors since it was established in 2010 with the expectation that they will provide advice on promoting the sustained growth of the company and enhance the corporate value in the medium to long term, in addition to presenting opinions based on comments from stakeholders such as shareholders in meetings of the Board of Directors.
At present, the company has two independent outside directors, and an effort is made to provide sufficient information such as providing explanations in advance depending on the matter.
The independent outside directors have a good rate of attendance to meetings of the Board of Directors, and they actively comment on management policies and management improvements in addition to supervising the management of the company based on their respective knowledge.

Internal control

Internal control system

Aiming to establish a system to ensure appropriate business operations by our Group companies, we have formulated a Basic Policy for the Internal Control System as per the resolution of the Board of Directors. We have also formulated Subsidiaries Management Regulations specifying the operation framework of internal control at our subsidiaries in order to establish an internal control system for the MIRAIT Group and thus ensure appropriate management.

Internal auditing

Primarily through the Audit Office, we check that internal audits across the Group are performed properly based on the unified standard to ensure that internal control is developed and operated satisfactorily throughout the Group and business operations are improved wherever necessary.

Compliance

To ensure strict compliance with laws and regulations, the Compliance Regulations were formulated in March 2011.
The Compliance Committee, chaired by the president and CEO, discusses specific related issues and supervises the progress of compliance promotion activities. To ensure full awareness of and commitment to good corporate ethics among employees, the Compliance Manual is distributed across the Group.

Risk management

Various risks are managed in an appropriate manner across the Group according to our Risk Management Regulations, which specify the basic policy and procedures for risk management for the Group. The Risk Management Committee, chaired by the president and CEO, discusses specific issues related to risk management.
We also make group-wide efforts to ensure the security of important information and protect our information assets by implementing an information security management system based on the ISO/IEC 27001 standard.

Basic policy against anti-social forces

The MIRAIT Group Charter of Corporate Ethics calls for employees to steadfastly refuse any association with anti-social forces posing a threat to the order and safety of civil society. At the same time, it encourages interaction with the local communities in which we operate and which form the basis of our business activities. We observe the principles of not giving money to, not having any relationship with, and not fearing anti-social forces, and maintain our firm stance against them.