Principles And Basic Policy

Corporate Governance

Basic Framework

  • With the aim of further improving the corporate value, Copal is committed to efficient, fair and transparent management of the company.
     At the share holders’ meeting held in June, 2002, Copal reduced the board members’ term from two years to one year. The ideas behind it were to clearly define the business responsibility over each fiscal year and to realize a management structure which is capable to flexibly and efficiently cope with changes in business environment. Moreover, since June, 2008, Copal reduced the number of board members and adopted Operation Officer System with the aim to react to the global growth of the business by emphasizing the functions of the board meeting to speed up the managerial judgment process. Responsibility over operational duty is more clearly defined with the Operation Officer System. In addition, Copal installed Compliance Committee, Risk Management Committee, and System Risk Management Committee to act against various risks in the business environment as well as to make sure that Copal follows the Corporate Ethic and to always comply with laws and regulations.

Internal Control System

  • The board of directors has the function of operational decision-making. The board also has the function of regulatory authority. Execution of business operation is handled by representative executives. Board of auditors acts as auditing organization.
    Based on core corporate functions defined by Corporation Law, and with additional support by management conference and various committees, Copal aims to realize effective operation of internal control system.
    Copal operates with board of auditors system. There are five auditors, and three among five are external auditors. Full-time auditors attend board meeting and other important meetings. They also review key approval documents and survey the legitimacy of the business operation.
    Auditors, board members and other key members who are required for the subjects to be discussed during the meeting participate in the monthly management conference to report monthly business results and review tasks on hand. There always exists a structure among the company to strictly oversee the operations.
    Internal auditing and inquiries are periodically conducted by Business Management Audit Office. Results of audits are reported at the management conferences and at board meetings. Auditors may participate in internal auditing as needed and may also monitor the progress of internal auditing.
    A third party counsel is provided by lawyers and accounting auditors as needed in executing the operation.
    Risk Management Committee is installed and headed by a person nominated by the board. The Risk Management Committee administrates all matters that may have an impact on items such as social credit, safety of members, relationships with customers, manufacturing facilities, intellectual property and other property.
    As the Corporation Law was enforced on May 1, 2006, the board passed a resolution of the basic principle for internal control. On June 13, 2008, Operation Officer System was adopted and at the board meeting held on the same day, the basic principle for internal control became renewed.
    On the subject of antisocial forces, blocking against antisocial forces is clearly described on code of ethics. Constant efforts are made to preclude antisocial forces such as by complying manual to act against such forces.

Compliance and risk management

Compliance Structure

  • Copal streamlined Compliance Regulations and established Compliance Committee in October 2003. Risk Control Regulations and System Risk Control Regulations also became effective at the same time.
    Compliance Committee created and distributed Seven Rules for Compliance among the company and makes constant efforts in maintaining compliance with regulations and corporate ethics such as by summarizing statutory regulations enforced each year that may be applicable to the business.
    Applying the standard set by the parent company, Copal also started to update manuals in accordance with Article 404 of SOX Act in April 2005 and completed the task and made the new manuals effective in April 2006 with an aim to enhance authenticity of financial statement and to improve soundness and efficiency of the operation.
    As education of Compliance, training sessions for subjects such as “Legal risk” and “Patent right” are conducted for members at management positions and such subjects are introduced to the new members during the new employee training.
    Continuous efforts are made to improve awareness level of employee on Compliance and to further strengthen the administration structure of Compliance.

Seven Rules for Compliances

  • 1.We will comply with all laws and regulations and act based on noble business ethics.
    2.We, as a global manufacturing company, will ensure we produce defect-free
    and quality products.
    3.We will ensure we disclose timely and accurate information.
    4.We will ensure we properly manage and use company information and assets.
    5.We will ensure we keep our work environments safe and comfortable.
    6.We will compete free and fairly, and we will not engage in any anticompetitive conduct.
    7.We will ensure we create and maintain a compliance system that is necessary and
     sufficient to comply with the Nidec Group Compliance Code of Conduct.

Risk Management

  • To deal with various types of risk, Copal established Risk Management Committee and System Risk Management Committee.
     Risk Management Committee summarizes all items related to risk control applied at each business segment in each fiscal year to grasp the situation of risk and makes constant efforts to improve the risk management structure.
     In addition, Copal formulated Information Security Policy (Basic Principle for protection of Information Assets). System Risk Management Committee manages risks including handling of proprietary information and promotes measures to prevent information leaks. Such measures include conducting of IT security guideline training for all employees. By providing constant education and training on information security for all employees, awareness on information security among employees is highly promoted.