- 1. Philosophy
- 2. Corporate Governance Structural Diagram
- 3. Timely Disclosure of Corporate Information
- (1) Principle of Information Disclosure
- (2) State of Internal Structure Pertaining to Timely Disclosure
1. Philosophy
It is JSR Group's goal to make steady progress in realizing its corporate mission (Materials Innovation: We create value through materials to enrich society, people and the environment).
This shall be done through efficient and transparent business management by sustaining sound and healthy business practices.
The Group will also continuously strive to create new corporate values with the hope of becoming an attractive corporation that can earn the trust of and satisfy the interests of all our stakeholders.
To do so, we will make efforts towards the expansion and strengthening of corporate governance as important topics in management.
2. Corporate Governance Structural Diagram
As a company with Audit & Supervisory Board members, JSR strives to strengthen and expand its corporate governance system based on a system whereby its Board of Directors and Audit & Supervisory Board members monitor and supervise the execution of duties by directors and management.
We have endeavored to strengthen management supervision functions, ensure rationality in decision-making and business execution, and achieve greater speed and efficiency by introducing an officer system, appointing independent outside directors possessing extensive business experience and independent and outside Audit & Supervisory Board members possessing broad expertise and abundant experience.
Composition of Board of Directors
(as of September 6, 2019)
Composition of Audit & Supervisory Board (as of June 18, 2019)
We are also striving to improve the transparency and soundness of our business management and achieve higher medium- and long-term corporate value by, for example, setting policies for director appointments and remuneration through the establishment of a Nomination Advisory Committee and Remuneration Advisory Committee, the majority of whose members are outside directors and whose chairpersons are outside directors, and the introduction of performance-linked remuneration covering the short and medium term.
Composition of Nomination Advisory Committee
(as of September 6, 2019)
Composition of Remuneration Advisory Committee
(as of September 6, 2019)
FY2018 Average compensation of directors (excluding outside directors)
The Board of Directors conducted a "board of directors' effectiveness evaluation" with the help of outside experts. The evaluation appraised the Board of Directors' size, composition, specific management policies, and other matters and confirmed that the board is operating appropriately. We will continue aiming for constant improvement in our corporate value by evaluating our Board of Directors' effectiveness each year and striving to achieve even higher board effectiveness.
History of JSR’s corporate governance reform
Attachment 1: Corporate Governance Structural Diagram
3. Timely Disclosure of Corporate Information
Principle of Information Disclosure
JSR has formulated a “Disclosure Policy” as a rule for promptly, accurately and fairly disclosing important corporate information to investors, and is making efforts towards actively disclosing information related to the state of management in line with relevant laws, such as the Financial Instruments and Exchange Act, and rules for timely disclosure specified by the Tokyo Stock Exchange, Inc.
Even with regard to information that does not apply to the rules for timely disclosure, efforts will be made towards timely and appropriate disclosure of information that is thought to affect investment decisions made by investors. Furthermore, JSR has formulated the “JSR Group Rules for Employee Insider Trading” to prevent insider trading by raising thorough awareness of basic items that should be complied with when managing internal information that executives and employees obtain in the course of their work, and during sale, purchase and other transactions related to stocks, etc.
The supervising department for disclosure of information is the Public Relations Department, and efforts are being made toward prompt disclosure by coordinating with relevant departments. Afterwards, publication data is featured on the JSR website to ensure thorough disclosure of information. For a schematic diagram of JSR’s internal system related to timely disclosure of corporate information, refer to “Attachment 2: Information Disclosure Structural Diagram”.
Attachment 2: Information Disclosure Structural Diagram (Structural Diagram on Timely Disclosure of JSR’s Corporate Information)
