To increase the efficiency and transparency of management practices, thereby enabling us to consistently increase our corporate value, we are taking steps to enhance our corporate governance system. As well, we are promoting decisive management-led efforts to strengthen our compliance and risk management frameworks and ensure thorough disclosure.
Basic policy of corporate governance
With the aim of earning the support of our customers, shareholders, clients, employees, local communities and other stakeholders as a company with value that is worthy of trust, SECOM strives to maximize corporate value over the medium to long term and recognizes the importance of fulfilling our responsibilities as a corporate citizen and achieving sustainable growth and development.
SECOM works actively to disclose information to stakeholders and strengthen our compliance framework, recognizing the establishment of corporate governance as essential.
Corporate governance system
The SECOM Group positions the enhancement of corporate governance as an extremely important management theme. In order to achieve our corporate philosophy, which emphasizes contributing to society through our business activities, and to improve our corporate value, we have developed a corporate governance system as a framework for controlling our business activities.
In line with Japan’s Corporate Governance Code and at the direction of top management, outside members of the Board of Directors and Audit & Supervisory Board provide independent oversight of the management team’s performance in a manner that takes into account the interest of stakeholders and ensures the appropriate execution of business activities. We also work actively to disclose information and strengthen our compliance framework.
Furthermore, we have defined a Disclosure Policy to assist in accurate, fair and timely disclosure of information, and work on active disclosure of information to deepen people’s understanding of SECOM.
The 57th Ordinary General Meeting of Shareholders
Outline of the corporate governance system
The Board of Directors makes decisions pertaining to business execution and other corporate matters. Executive officers, led by the President and Representative Director, are responsible for business execution. We have adopted an Audit & Supervisory Board System, whereby the Audit & Supervisory Board—which includes three outside members—and the Board of Directors coordinate with the internal audit departments to audit and supervise directors’ and executive officers’ discharge of their duties.
The Nomination and Compensation Committee proposes candidates for the position of director and determines the remuneration of Directors based on authorization and consultation from the Board of Directors.
The Organizational Culture Committee deliberates on the contents of reports on the compliance status of the SECOM Group Code of Employee Conduct, including compliance, submitted to the President and Representative Director from the Audit & Compliance Department and Directors in charge of compliance. When necessary, the Organizational Culture Committee examines proposals for revision of the management system for promoting compliance within the SECOM Group and for revision of the SECOM Group Code of Employee Conduct created by executives.
SECOM Group Management Committee
The SECOM Group Management Committee is one of SECOM’s group-wide initiatives for corporate governance. It periodically holds meetings that are attended by representatives of main business segments, as well as by the President and Representative Director of SECOM, and group information and management philosophies are shared. Various issues related to internal control within the entire group are also discussed, in order to ensure appropriate business operations.
The 30th SECOM Group Management Committee
Initiatives for enhancing corporate governance
In fiscal 2017, we strengthened our corporate governance system to audit and supervise the execution of business by directors and executive officers, by increasing the number of members from two to three at the Office of the Audit & Supervisory Board, which assist in auditing activities independently from Directors.
Major initiatives in recent years
|2006||Constructs the internal controls system|
|2006||Formulates basic rules of management for SECOM Group companies|
|2008||Formulates the Disclosure Policy|
|2008||Complies with the internal control and reporting system (J-SOX)|
|2009||Issues Environment Report|
|2010||Commences the SECOM Group Management Committee (sharing of management philosophies)|
|2013||Appoints Outside Directors (two members)|
|2013||Issues CSR Report (annually from that year)|
|2014||Formulates regulations to prevent insider trading|
|2015||Complies to Japan’s Corporate Governance Code|
|2016||Establishes the Nomination and Compensation Committee|
|2016||Increases the number of Outside Directors (to three members)|
Data related to governance
(Categories according to the ISO26000 core subjects)
|Items||Breakdown||Unit||SECOM CO., LTD. (non-consolidated)|
|Fiscal 2017||Fiscal 2016||Fiscal 2015|
|Governance||Composition of Board of Directors*1||Number of Directors||Persons||11||11||10|
|Number of Outside Directors (Independent officers)||Persons||3||3||3|
|Ratio of Outside Directors (Independent officers)||%||27.3||27.3||30.0|
|Number of Board of Directors meetings held /
|Number of Board of Directors meetings held||Times||12||12||12|
|Attendance rate of Outside Directors (Independent officers)*2||%||100.0||97.0||95.8|
|Composition of Audit & Supervisory Board*1||Number of members of the Audit & Supervisory Board||Persons||5||5||5|
|Number of members of the Outside Audit & Supervisory Board (Independent officers)||Persons||3||3||3|
|Ratio of members of the Outside Audit & Supervisory Board (Independent officers)||%||60.0||60.0||60.0|
|Number of Audit & Supervisory Board meetings held /
|Number of Audit & Supervisory Board meetings held||Times||12||12||12|
|Attendance rate for members of the Outside Audit & Supervisory Board (Independent officers)*2||%||97.2||97.2||94.4|
|Composition of Executive Officers*1||Number of Executive Officers (including Directors and Executive Officers)||Persons||30||30||27|
|Directors with the role of Executive Officers||Persons||7||7||6|
|Whistle-blowing system||Number of cases reported||Times||60||60||33|
|Information security||Ratio of self-audits conducted||%||100||100||100|
|Ratio of employees completing e-learning||%||100||100||100|
|Number of accidents||Times||0||0||0|
|Dividends*3||Dividends per share||yen||155||145||135|
- Figures at the time of the Ordinary General Meeting of Shareholders (in June) for each fiscal year
- Attendance rate during period of tenure
- Annual dividends for each fiscal year