About GUNZE

Corporate Governance

Basic Policy of Corporate Governance

The Gunze Group recognizes that legal and regulatory compliance is essential to fulfilling its social responsibilities and meeting its basic management policy of delivering ever-improving corporate value. Furthermore, group management places the highest priority on swift decision-making in the face of social and economic changes, and timely disclosure of accurate information to stakeholders. Along with these efforts to improve transparency and soundness of management, the Gunze Group strives for effective corporate governance by building solid relationships with stakeholders while working to strengthen, upgrade and fully implement its internal control system.

Corporate Governance System -Corporate decision-making,execution of operations and supervision-

Corporate Governance System

  • Board of Directors: consists of 10 directors
    (including 2 outside directors) and meets once a month
  • Executive Officer meeting: attended by 7 chief officers meeting once a week
  • Board of Corporate Auditors: consists of 3 corporate auditors
    (including 2 outside auditors) and meets once a month
Board of Directors and Corporate Officers System

The Gunze Board of Directors meeting is held monthly to deliberate and resolve crucial corporate matters while overseeing the fulfillment of management tasks. In addition, an Executive Officer meeting attended by chief officers is held roughly once a week to enhance management efficiency and facilitate more agile decision-making regarding business practices. To further strengthen oversight of management practices and improve transparency, two outside directors joined the Board of Directors in June 2006. In addition, a Corporate Officers System was launched in June 2005 to more clearly separate management decision-making and supervisory functions from business operations, while augmenting both. Another measure in this regard was reducing the authorized number of directors from 20 to 15. Beginning in June 2006, the term for directors was also reduced from two years to one. This will help directors clarify management responsibilities and respond more quickly and flexibly to rapid changes in the business environment.

Board of Corporate Auditors

The Board of Corporate Auditors consists of three members including two outside auditors. The auditors perform a monthly audit to monitor the directors' fulfillment of duties and validity of internal controls. They also attend such important corporate meetings as the Board of Directors meetings and Executive Officer meetings, while conducting audits for Gunze's various departments and its Group companies. To boost auditing effectiveness, the corporate auditors actively exchange information and views with directors, members of the Business Audit Section and accounting audit firm staff, while also giving guidance to the Business Audit Section and other related sections to fulfill assigned tasks as necessary.

Internal Audit

The Business Audit Section, established under the direct supervision of the President, is in charge of internal inspection of business practices for Gunze's various departments and Group companies whenever necessary.