RIKEN CORPORATION

CSR

Corporate Governance

Corporate Governance policy

Basic Approach

Riken Group is working to enhance its corporate governance in order to remain a company trusted by society.
We are working to improve and enhance our management system in order to build a management system that will enhance management efficiency, maintain legality and transparency, and fulfill our social responsibilities (CSR) to all stakeholders.
We will continue to improve the level of our internal control system. Since it is important to ultimately raise the awareness of each and every person who operates it, we will continue to develop human resources based on our "Riken Group Code of Ethics" and maintain a sound and transparent corporate organization. As a member of society, we will build up mutual understanding and trust with all stakeholders, while striving for the sustainable growth of Riken and the sustainable development of society.

1. Ensuring shareholder rights and equality

Riken respects the rights of its shareholders, ensures equality in shareholders, and endeavors to create an environment in which shareholders can exercise their rights appropriately and protect their rights.

2. Appropriate collaboration with stakeholders other than shareholders

Riken views its corporate value not only as a financial value but also as the sum of its closely related social value. Riken will implement appropriate collaboration based on the vision for each stakeholder, including customers, business partners, society, employees, and shareholders. The Board of Directors and the Management Team will also exercise leadership in creating a corporate culture that places top priority on compliance and respects and cooperates with all stakeholders.

3. Appropriate information disclosure and assurance of transparency

In addition to financial information, Riken actively discloses non-financial information that is judged to be important to stakeholders, such as information on its products and social contribution activities, on our website.

4. Responsibilities of the Board of Directors, etc.

In June 2019, Riken shifted from a "Company with a Board of Corporate Auditors" to a "Company with an Audit and Supervisory Committee" in order to strengthen the audit and supervisory functions of the Board of Directors and further enhance corporate governance.
Riken Audit and Supervisory Committee is composed of one full-time internal director and two independent and impartial external directors (one of them is a full-time director). It works to strengthen the auditing function of the directors in the execution of their duties.
Riken Board of Directors is comprised of four outside directors (two of them are audit and supervisory committee members) who supervise Riken business operations from an independent standpoint, and have extensive experience working for other companies, wide-ranging insight, and an international perspective. Riken has also introduced an executive officer system, and separated management decision-making and supervisory functions from business execution functions in order to strengthen corporate governance and accelerate management decision-making and business execution. We believe that the current system is the most appropriate one.

Based on its fiduciary responsibility and accountability to shareholders, the Board of Directors will appropriately fulfill its roles and responsibilities, including the following, in order to achieve sustainable growth of Riken, increase corporate value over the medium to long term, and improve profitability and capital efficiency.

  • Establish and implement important corporate strategies, including a long-term vision and Midterm Strategic Plan.
  • By establishing an internal control system and a risk management system, we will appropriately support management in taking risks.

In addition, in order to strengthen the supervisory function of the Board of Directors and further enhance corporate governance by ensuring transparency and objectivity of procedures related to the appointment of Directors and the determination of remuneration, we established the Nomination and Compensation Committee in May 2019 as an advisory body to the Board of Directors.
The committee consists of at least three members of internal directors and independent outside directors*, made up of a majority of independent outside directors, and the chairman is elected from among the members of the committee.

*Riken has established standards for the independence of outside directors to ensure objectivity and transparency in its governance.

5. Dialogue with Shareholders

Riken recognizes that in order to achieve sustainable growth and improve its corporate value over the medium to long term, it is important to engage in active dialogue with shareholders on a regular basis, to reflect their opinions and requests in management, and to grow Riken together with shareholders.
To this end, we have established an investor relations system centered on the director in charge of investor relations. In order to gain an understanding of Riken management strategy and plans, we have set up opportunities for dialogue with shareholders and investors, and actively engage in interviews with shareholders and investors.
We also hold annual financial results briefings attended by top management for investors.