Corporate Governance

Basic Stance on Corporate Governance

In order to respond to the trust placed in us by our stakeholders including shareholders, customers, employees and society, and to achieve sustainable growth and medium- to long-term corporate value, while following the fundamental philosophy and management policies below as our basic principle, the Toyo Tanso Group has built a structure of corporate governance aiming to make transparent, fair, quick and decisive decisions while keeping a balance between management supervision and the execution of duties.

<Fundamental philosophy>
The TOYO TANSO GROUP contributes to the world through the pursuit of the possibilities inherent in carbon(C).

<Management policies>

  • 1.With the raising of the level of customer satisfaction constituting the predominant theme of management, we shall aim to provide optimal levels of quality, delivery times, costs, and services and engage in corporate activities accordingly.
  • 2.Through carbon technologies, it is our goal to be a constantly growing, future-oriented corporate group highly trusted by shareholders and the general public.
  • 3.We are committed to building a rewarding workplace that respects the independence and creativity of employees, encourages employees to have goals, and permits fair evaluations.
  • 4.Based on compliance with laws and social norms, we shall observe public order as well as contribute to society through conscientious and fair corporate activities.
  • 5.We shall aim to coexist in a state of consonance with people, carbon technologies, and the natural environment and engage in corporate activities that will contribute to the conservation of the global environment.

The Group is working on the following efforts to comply with the above basic principle and strengthen corporate governance.

The overview of our corporate governance system is as follows:

【Overview of corporate governance】

【Overview of corporate governance】

Global Management Governance

The Toyo Tanso Group has built a strong management structure, with its head office taking charge of central management of the management governance of all 17 bases in Japan, North America, Europe, and Asia.

Global Management Governance

Strengthening the management system for subsidiaries

  • The subsidiary management department is located at the head office, which manages all aspects of subsidiaries including human resources, legal affairs, accounting, environment, quality, purchase, etc.

Implementation of management based on the subsidiary management standards

  • We standardize subsidiary management in accordance with the Global Common Management Standards (Management Book).

Remuneration guidelines for senior executives

With regard to Directors' remuneration, the Board of Directors' meeting held on February 26, 2021 approved guidelines for deciding the details of remuneration, etc. for individual Directors, and the Board of Directors' meeting held on January 25, 2024 approved the addition of a performance indicator and the introduction of ESG indicators for mid- to long-term incentive remuneration. In approving the above resolutions, the board consulted the Nomination and Remuneration Committee on their details and obtained their report in advance. For information on remuneration for directors, please refer to page 50 of "To investors > IR Library > Securities Report (Year ended December 2023)."

For remuneration for auditors, only basic remuneration is paid. Basic guidelines on the total remuneration levels will be deliberated upon by the Nomination and Remuneration Committee and approved by the Board of Directors. Remuneration for each auditor is decided through consultation with the auditor.
For information on remuneration for auditors, please refer to page 51 of "To investors > IR Library > Securities Report (Year ended December 2023)."

Fair operating practices

With the aim of maintaining international peace and safety, and from the perspective of encouraging the nonproliferation of weapons of mass destruction and the like and preventing the excessive stockpiling of regular weapons, our basic policy is to not illegally export or supply goods and technologies restricted by the Foreign Exchange and Foreign Trade Control Act and other export-related laws in violation of such laws. We have also established security trade control rules in order to ensure appropriate security trade control. We will conduct thorough education and training and other measures to ensure that all Toyo Tanso employees are familiar with the intent of these rules and put them into action. In addition to such measures, we also invest in efforts aimed at ensuring fair transactions.


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