Corporate Governance
Our Policy on Corporate Governance
The first pillar of Daifuku's management philosophy is: "Contribute to the development of industry by supplying quality material handling systems, equipment and electronic devices to the global market." The second pillar encourages "healthy, growth-driven management that values profitability," to earn the trust of all shareholders, business partners and employees. Our aim is a strong corporate structure that successfully guides that company in a competitive global market.
Daifuku also emphasizes compliance in a rapidly changing corporate environment. Our management approach is to comply with laws and social standards of each country and enhance internal controls and risk management systems across the Company. Board members are encouraged to state opinions freely to enable efficient decision-making.
The Compliance Committee chaired by our President also ensures fairness and ethics of corporate activities. In one initiative, the Committee enacted a corporate standard to guide executives and employees in fulfilling their corporate and public roles as members of a leading company.
Internal Control System
Internal control system policy
Daifuku understands that maintaining a robust internal control system increases the effectiveness of corporate governance to improve corporate reliability as well as operational efficiency and effectiveness. Consequently, Daifuku is committed to comply with laws and regulations, manage risk, conserve assets, and provide reliable financial reporting.
Daifuku has built a corporate governance framework based on a resolution of the Board of Directors, which called for construction of the system set out in the Ministry of Justice Ordinance, as prescribed in Item 6, Paragraph 4, Article 362 of the Companies Act, namely an internal control system. Daifuku recently revised the system, as indicated in the diagram above.
To enhance its corporate governance system, Daifuku created an Internal Control Operations group and placed the BCP (Business Continuity Plan) Promotion Division under it in April 2007. The Internal Control group also has responsibility to oversee two established organizations - the Central Environment, Safety & Hygiene Committee and the Strategic Goods Export Control Committee.
In April 2010, the existing Corporate Affairs Operations group took over the Internal Control group with an aim to enhance collaboration with the Corporate Social Responsibility (CSR) Division and to further promote effective BCP activities. The managing director assumed his role as the Chief Risk Officer (CRO) and began managing company-wide risk management. In addition, for the purpose of strengthening internal control systems regarding reliable financial reporting and for the purpose of consolidating international accounting standards, Daifuku established the Financial and Accounting Control Operations group under the supervision of the Chief Financial Officer (CFO). The Financial and Accounting Control group succeeded the International Management group to manage non-Japanese affiliates and branches.
The internal control promotion department once under the supervision of the CFO has been integrated into the Internal Audit Department. The Department is responsible for educating the Daifuku internal control inspectors, who audit the company using the Plan-Do-Check-Act system.
Daifuku's internal reporting system provides a direct channel for contacting a lawyer to respond to doubts and questions concerning associate compliance if there is a violation to laws or social standards. The lawyer advises the Legal Department (as an office of the Compliance Committee) on how to react.
Basic stance against antisocial behavior and development of a system
Daifuku maintains a resolute stance against any group or person that threatens the order or safety of society by breaking established laws or regulations. The Company has outlined its stance in the Corporate Code of Conduct and has taken steps to ensure that it is fully understood and practiced by all associates.
Daifuku's response will be based on recommendations from the police, corporate defensive measures, councils and other relevant organizations. The Company has built a framework under which its CSR Division and Compliance Committee work closely with the above institutions and its corporate lawyer to take prompt action should any incident occur.
Risk Management System Policy
Development of Risk Management System
For the purpose of developing an appropriate risk management system to respond to anticipated risks that have significant impact on Daifuku Group's business activities, the managing director assumes his role as the Chief Risk Officer (CRO), and the BCP Promotion Division and the Strategic Goods Export Control Committee are placed under it to formulate and promote countermeasures. In addition, in-house Risk Management Rules enacted on April 1, 2010 defines a risk management framework, risk management processes and action guidelines in case of emergency.
We have taken actions addressing significant risks, such as earthquake, wind & flood, fire, lightning and new influenza. Especially for measures to avoid the pandemic flu, we created and distributed a pocket-sized handbook that covers such subjects as basic awareness, ways to prevent infection and countermeasures should infection spread, and all offices nationwide have stockpiled supplies (such as face masks and alcohol-based antiseptic fluid) to counter infectious diseases and survive natural disasters. Thanks to those measures, we could take a quick action on swine flu broke out worldwide in April 2009.
Daifuku further elaborates the risk assessment system and develop effective manuals and action plans for anticipated emergency to enhance its Business Continuity Management (BCM) system.
Handbook on countermeasures against new strains of influenza
