Corporate Governance | Corporate Information

Governance Efforts

Commitment to corporate governance

Corporate governance system

JATCO is a ???Company with Board of Company Auditors??? as defined in the Companies Act, and is established as a legal entity with a General Meeting of Shareholders, a Board of Directors, and a Board of Auditors. In principle, the Board of Directors convenes once a month to decide on important management matters as well as to preside over the details of the operations being executed. The Board of Directors is composed not only of the directors who execute our operations, but also several directors from outside the company in order to create a system that allows for more objective supervision of the execution status of our operations. A Corporate Officer system has also been introduced to facilitate efficient and flexible management, and authority has been delegated to Corporate Officers in clearly defined ways in the management of the business.

Strengthening our internal control system

JATCO maintains and strengthens its internal control system based on the Basic Policy on Internal Control System passed by our Board of Directors. This policy lays out our basic policies on matters such as compliance with laws, information management, risk management, proper and efficient execution of work by directors, management of Group companies, and ensuring an effective audit system among the auditors. Regular checks are conducted to verify that the internal control system is functioning effectively, and the results are reported to the Board of Directors.

System for ensuring proper management of Group companies

In order to accomplish appropriate and efficient management of the JATCO Group, the JATCO Group companies, both domestically and abroad, are working together with each of the divisions in charge at JATCO to perform this management. To ensure that Group companies are able to undertake decision making that is consistent with our Group policy, information exchange is carried out through the Group???s Management Committee. Furthermore, in order to check if the Group companies are being properly managed, internal and external auditors are regularly dispatched to conduct audits. Regular checks are conducted to verify that the internal control system in each company is functioning effectively, and the results are reported to the Board of Directors.

Strengthening compliance

Basic stance on compliance

The JATCO Group considers compliance with the laws of each country and region to be a minimum requirement for being trusted by society. In addition to compliance with laws, we consider it important for all employees of our Group to act fairly and honestly with a strong sense of ethics. JATCO has instituted a Global Code of Conduct, and we put effort into ensuring thorough compliance by providing action guidelines for all employees to abide by.

Global Code of Conduct for JATCO Group

Principle JATCO shall consistently treat customers, shareholders, suppliers, communities and employees with honesty, integrity, fairness and respect. The following standards apply to all employees in JATCO group companies (collectively herein referred to as ???JATCO??? or ???Company???). Each member of the company is charged with responsibility to uphold and extend this code of conduct.

Standards

Comply with all laws and rules: JATCO employees will abide by all laws of the country, and all regulations of the Company, in which they work.
Promote Safety: JATCO is committed to employee safety and wellness. JATCO employees are expected to engage in safe work practices to promote a healthy work environment. JATCO is also committed to the safety of our customers and JATCO employees are expected to continually promote safety of JATCO products.
Avoid Conflict of Interest: The best interests of JATCO are expected to be foremost in the minds of employees. It is prohibited to behave, act or use information in a way conflicting with Company interests.
Preserve Company Assets: JATCO employees are personally accountable for preserving and safeguarding Company assets. Unauthorized use or diversion of Company assets, including funds, information and intellectual property, is prohibited.
Be Impartial and Fair: JATCO employees must maintain impartial and fair relationships with business partners, including automobile manufacturers, suppliers, and other third parties.
Be Transparent and Accountable: JATCO employees shall make fair, transparent, timely and appropriate disclosure of the Company???s business activities to our stakeholders, including stockholders, customers, local communities and other employees.
Value Diversity and Provide Equal Opportunity: We value and respect the diversity of suppliers, customers, communities and our employees. Discrimination or harassment, in any form or degree, will not be tolerated.
Be Environmentally Responsible: JATCO employees shall strive, within the business objectives of JATCO, to consider environmental protection when developing products and services, to promote recycling and to conserve materials and energy.
Be Active; Report Violations: JATCO employees are expected to carry out their work in accordance with the Code of Conduct. Employees who suspect that a violation of the Code of Conduct has occurred are obligated to report it as soon as possible, and such employees shall be protected from any disadvantage.

Promotion system for compliance

In order to promote compliance across the whole of the JATCO Group, JATCO has organized a Global Compliance Committee (GCC) comprised of representative executives from each division and the presidents of Group Companies in Japan and overseas, and holds regular meetings of this Committee.
The GCC puts effort into ensuring the proper implementation of the PDCA cycle, such as by sharing common global matters related to compliance, sharing specific cases of incidents that have actually occurred, and checking the details of the compliance activities of each company. Compliance committees are also established in each respective Group Company, and these committees work together with the Compliance Secretariat while engaging in their own compliance activities.

Compliance education and activities to raise awareness

Code of Conduct training is provided once a year for all employees in the Group, through the use of the e-learning system. With regard to important legal fields that are related to the execution of work by employees, such as prohibition of monopolization, prohibition of corruption, product safety, intellectual property, and export control, the Compliance Secretariat draws up and implements programs to educate employees.

Promoting the internal reporting system

The JATCO Group has established the Easy Voice system, which is an internal reporting system that allows employees to report directly to the company on matters such as rules violations. Additionally, as part of the Nissan Group, employees can also use the SpeakUp system.

Risk Management: Systems & Infosec

Risk management initiatives

Promoting risk management

In order to respond to the diversifying risks accompanying the global expansion of our business, JATCO carries out a risk management audit as part of its internal control system. Specifically, we identify risks each year, determine the items that should be tackled in the Executive Committee meetings, assign personnel to take charge of each item, and formulate and implement measures to mitigate the risks. The progress of initiatives for each item are reported at the Executive Committee meetings, and a control-level assessment for each item is conducted at the end of the fiscal year.

Initiatives through the BCM* Committee

There are scenarios that endanger business continuity, such as earthquakes, typhoons, or other natural disasters. JATCO predicts the various risks that may arise, and has established a BCM Committee to implement measures to eliminate risks before they develop and to mitigate risks when incidents do occur. If a situation arises that has continuous impact on production, the relevant parties are notified immediately, and the BCM Committee takes a central role in resolving the problem with the cooperation of the respective divisions across the company. BCM training is carried out every year to help employees learn how to react to a large-scale earthquake, and how to appropriately respond in order to achieve quick recovery.

*BCM: Business Continuity Management. This involves determining the countermeasures to take in situations where the company becomes unable to continue operations due to large-scale disasters, epidemics and the like and conducting the needed training and other activities to execute these countermeasures.

Risk management system for JATCO Group companies

With regard to Group companies, including our overseas production bases, risk management is performed by implementing countermeasures for the expected risks to each company. The experience and know-how that JATCO has built up through its BCM activities are disseminated to the Group companies, and for risks that are common to all our facilities across the world, risk management is carried out in cooperation with other Group companies.

Strengthening information security

Information security promotion system

JATCO has enacted an Information Security Policy and conducts itself appropriately with regards to information security. The Information Security Committee, which operates in a Group-wide fashion, shares problems common to and solutions applicable across the Group companies, and checks on the implementation of these solutions in each Group company and division. An employee is assigned to oversee information security matters in each division and Group company, and they supervise the everyday management of those matters.

Commitment to information management, and promotion of training activities and activities to raise awareness

In order for us to maintain growth, more robust information security will be required. JATCO is putting effort into further strengthening our information infrastructure. To prepare for cyber attacks, we are implementing various technical measures to prevent external attacks, while engaging in thorough information management to prevent information from leaking out in the event of a security breach. Information security is dependent on there being a proper awareness of information management by those who must handle the information???each and every one of our employees. Hence, we continue to provide information security education to all employees in the Group once a year, and strive to raise awareness about information security management.

Information security activities in each division and Group company

In order to ensure the appropriate management of information security, it is vital to properly continue the PDCA cycle by having each division and Group company correctly grasp the current state of and risks pertaining to information security, formulate and implement countermeasures, and review the results. Details on the information security activities undertaken by each division and Group company is shared with the Information Security Committee. By encouraging the divisions and Group companies to incorporate each other???s best practices, we are striving to further enhance information security across all the Group companies.