Decision made by: Board of Directors
Person in charge of administration: General
Manager, General Administration Dept.
Enactment date: October 30, 2015
Effective date: October 30, 2015
Amendment date: October 31, 2018
Based on the resolution of the Board of Directors, Nabtesco has enacted the following basic policy (hereinafter referred to as the “Policy”) to set out its basic approach, framework and policy with regard to corporate governance.
Based on its corporate philosophy, which states, “The Nabtesco Group, with our unique motion control technology, will provide safety, comfort and a sense of security in daily lives as well as any form of transportation,” Nabtesco shall endeavor to enhance its corporate governance with the aim of realizing its sustainable growth, enhancing its medium- to long-term corporate value and earning the greater trust of its stakeholders through the implementation of “The Nabtesco Way”.
(1) Nabtesco shall treat its shareholders equally in accordance with the class and number of shares which they hold and shall take appropriate action in order to substantially ensure equal shareholder rights including the exercise of voting rights at the General Meeting of Shareholders.
(2) Nabtesco shall endeavor to develop an environment in the following way, whereby its shareholders are ensured a sufficient period of time to consider proposals submitted to the General Meeting of Shareholders and can appropriately exercise their voting rights.
(3) With regard to a proposal submitted by the company against which a considerable number of dissenting votes are cast at the General Meeting of Shareholders, Nabtesco shall analyze the cause of the voting trend and share the result of the analysis at its Board of Directors’ Meeting and shall consider the necessity of having a dialogue with its shareholders or taking other responses as necessary.
(1) Nabtesco shall engage in capital cost conscious business management in consideration of return on assets (ROA) and return on equity (ROE) targets in order to maintain and enhance shareholder value. In addition, to prepare for sudden changes in the economic environment, Nabtesco shall aim at keeping a capital-to-asset ratio whereby it can maintain a high credit rating so that it can raise capital irrespective of financial situations.
(1) “Strategically-held shares” provided in paragraphs (2) and (3) of this Article shall mean listed shares which Nabtesco strategically holds with the aim of maintaining and strengthening business relationships with its business partners etc. (excluding its affiliated companies).
(1) Nabtesco shall obtain the approval of the Board of Directors when conducting competing transactions and transactions involving any conflict of interest, which are stipulated in laws and regulations, with its Officers (Directors and Executive Officers). In addition, when conducting such transactions, Nabtesco shall disclose material facts pursuant to laws and regulations.
(1) Nabtesco has not adopted takeover defense measures.
(1) Nabtesco shall endeavor to engage in appropriate collaboration with its stakeholders by fully recognizing that its sustainable growth and the generation of medium- to long-term corporate value are the results of resources provided by and contributions made by various stakeholders (customers, employees, business partners, local communities, etc.).
Having formulated the “Nabtesco Group Code of Ethics” with the objective of ensuring that corporate activities are conducted in accordance with even higher ethical standards, Nabtesco shall strictly implement corporate ethics.
Nabtesco shall issue an integrated report once a year as a means of reporting in a multifaceted manner to its stakeholders its initiatives for solving ESG challenges and activities for achieving sustainable development in addition to information on its management strategies, business situation, management system and financial performance.
(1) Nabtesco shall endeavor to attain a diverse workforce through non-discriminatory hiring in terms of sex, nationality and disability.
Nabtesco shall disclose information pursuant to the Companies Act, the Financial Instruments and Exchange Act and other laws and regulations as well as the Timely Disclosure Rules stipulated by the Tokyo Stock Exchange, on which Nabtesco shares are listed. In addition, Nabtesco shall endeavor to disclose both financial and non-financial information that is not necessarily subject to the above-mentioned disclosure in cases where such information is deemed to be useful in helping investors make decisions.
Nabtesco shall have the Board of Corporate Auditors and the accounting and finance department cooperate with each other in securing an audit schedule and audit structure in order to ensure that audits by the Accounting Auditors are adequately conducted.
Nabtesco shall choose the Company with Board of Corporate Auditors as its organizational structure under the Companies Act.
To recognize fiduciary responsibilities to shareholders and enhance its sustainable medium- to long-term corporate value as well as its earnings power, capital efficiency, etc., the Board of Directors shall have the roles and responsibilities specified in the following items:
Nabtesco shall establish the “Group Regulations for Responsibility and Authority” and shall specify matters to be resolved, deliberated and reported at the Board of Directors’ Meeting as well as matters to be delegated to management personnel. Specifically, matters that require resolutions by the Board of Directors and significant management-related matters pursuant to the provisions of laws and regulations and the Articles of Incorporation shall be determined by the Board of Directors and all other matters shall be delegated to management personnel.
(1) The Board of Directors shall comprise no more than ten Directors, two or more of who shall be Independent Outside Directors.
The Board of Directors shall endeavor to foster a culture that respects free and open-minded constructive discussions and opinion exchange. Details of its operations shall be specified in the “Regulations of the Board of Directors”. In order to ensure that Outside Directors can participate actively in discussions, the Secretariat for the Board of Directors shall provide sufficient information by determining handouts, deliberation matters, the annual schedule, etc. in advance while ensuring appropriateness in terms of frequency of meetings, deliberation time, the number of items to be deliberated, etc.
(1) Nabtesco shall elect two or more Independent Outside Directors who can provide advice that contributes to the enhancement of its sustainable medium- to long-term corporate value as well as supervise management etc.
(1) The Board of Corporate Auditors shall recognize fiduciary responsibilities to shareholders, shall proactively exercise its authority concerning audits on the execution of Directors’ duties, election and dismissal of External Accounting Auditors and remuneration for audit services from an independent and objective standpoint and shall adequately express opinions at the Board of Directors’ Meeting etc.
(1) The Board of Corporate Auditors comprises five and fewer Corporate Auditors, more than half of whom shall be Independent Outside Corporate Auditors.
(1) Nabtesco shall establish the Nomination Committee as a consultative body of the Board of Directors to deliberate the nomination of candidates for Director, Corporate Auditor, CEO and Representative Director positions as well as a plan for successor to the CEO etc., and to report to the Board of Directors.
Nabtesco shall establish the Remuneration Committee as a consultative body of the Board of Directors to deliberate the remuneration etc. of management personnel and to report to the Board of Directors.
(1) In nominating candidates for Director positions and electing the CEO and appointing the Representative Director, the Board of Directors shall, in accordance with Articles 16 and 18, nominate, elect and appoint those who can contribute to the growth of the entire Nabtesco Group and the enhancement of its management as members of the management team in light of their experience and capabilities. The Board of Directors shall nominate candidates for Corporate Auditors upon the approval of the Board of Corporate Auditors in accordance with Article 20.
(1) In deciding the remuneration etc. of management personnel, the Board of Directors shall receive reports from the Remuneration Committee and shall make concrete decisions at its meetings in order to strengthen independence, objectivity and accountability.
The Board of Directors shall conduct analysis and assessment of the effectiveness of the Board of Directors every year based on the self-assessment etc. of each Director and shall disclose a summary of the results of such analysis and assessment.
(1) Nabtesco shall proactively develop a support system for Directors and Corporate Auditors in order to ensure that Directors and Corporate Auditors can fulfill their roles and responsibilities effectively.
(1) Prior to joining the Group, newly appointed Directors and Corporate Auditors shall receive training provided by the company’s legal and compliance officers or external training organizations with regard to their roles and responsibilities including corporate governance and legal responsibilities. However, Independent Outside Directors shall receive such training as necessary in light of their own knowledge, capabilities, expertise, etc.
(1) Nabtesco shall develop the “Basic Policies for the Construction of an Internal Control System” pursuant to the Companies Act. The Board of Directors shall regularly check whether such policies are implemented effectively.
(2) Nabtesco shall establish the Compliance Committee as a consultative body of the Board of Directors and shall have such body formulate and amend the “Nabtesco Group Code of Ethics”, deliberate on key issues concerning the Nabtesco Group's compliance system and report to the Board of Directors. The Compliance Committee shall comprise members including Independent Outside Officers and external experts.
(3) Nabtesco shall develop and appropriately operate a whistle-blower system with the aim of discovering and correcting violation of laws and regulations by the Nabtesco Group at an early stage.
(1) Nabtesco shall, from among management personnel, appoint a person who oversees and is responsible for the entirety of communications with shareholders and investors and shall endeavor to realize constructive dialogue with its shareholders and investors, which contributes to its sustainable growth and the enhancement of medium- to long-term corporate value, through collaboration among relevant departments led by an IR department. As efforts to increase a means of dialogues other than individual interviews, Nabtesco shall proactively offer opportunities for dialogues with shareholders and investors through the issuance of a range of publications, which complements timely information disclosure, or the holding of explanatory meetings on performance and business.
Amendments and abolition of the Policy shall require a resolution by the Board of Directors.
Nabtesco has been conducting business across a number of sectors, capitalizing on its motion control technology to make significant advances within the areas of transportation (railroad vehicles, aircraft, automobiles, etc.), industry, livelihood-related fields and the environment (robots, construction machinery, automatic doors, etc.).
We contribute to the creation of a safe and comfortable society through the provision of highly reliable products, many of which enjoy large market shares.
We have established The Nabtesco Way in October 2012. The Nabtesco Way is a collective term that means our Corporate Philosophy, Our Promises, and Action Guidelines. We have set these Guidelines by examining the uniqueness of the Nabtesco Group, borne by our predecessors from their efforts and wisdom in developing the Group, and also by incorporating new values to be implemented by Group members toward the future, in order to clearly show the management approach to be taken by our top executives and general managers as well as our strong commitment to quality manufacturing.
The Nabtesco Group, with our unique motion control technology, will provide safety, comfort and a sense of security in daily lives as well as any form of transportation.
We shall manage the Nabtesco Group, focusing on the following four points to ensure its sustainable growth as a global corporate group.
By implementing these promises, we will realize "All Stakeholders' Dreams.'
Nabtesco considers an Outside Officer (Outside Director and Outside Corporate Auditor) to be impartial if all of the following requirements are met in addition to the criteria for independent officers set by the Tokyo Stock Exchange.
This Policy applies to Nabtesco Group and all of its directors, officers and employees.
Directors, officers and employees shall observe and comply with the anti-bribery laws and regulations of all countries (including the Japan Unfair Competition Prevention Act, the US Foreign Corrupt Practices Act, the UK Bribery Act 2010, the anti-bribery laws of China, etc.) in which the relevant business is being conducted or is planned to be conducted, and with all applicable internal rules and regulations including this Policy and the Nabtesco Group Code of Ethics (hereinafter collectively referred to as the “Anti-Bribery Rules”).
Directors, officers and employees shall not, directly or indirectly, give, offer or promise to give any bribe to any public official or person in the private sector, whether at the expense of the company or of the individual directors, officers and employees.
A “bribe” is defined as any benefit (including entertainment, gift, cash, loan, guaranty, service, invitation, donation, contribution, gratuity, rebate, discount, employment opportunity, etc.) given for the purpose of obtaining an improper advantage in business (hereinafter referred to as a "Bribe").
In addition, payments to public officials which are intended to expedite or facilitate non-discretionary administrative processes or services (Facilitation Payments) are also prohibited under this Policy.
Nabtesco Group shall enact internal rules and guidelines regarding the provision of gift, entertainment, etc., in order to prevent bribery and ensure the appropriateness of business operations of Nabtesco Group.
Nabtesco Group shall not engage any individual or organization to provide information, perform services or otherwise assist in carrying out transactions or operations for Nabtesco Group (including a consultant, agent, distributor, customs broker, etc.; hereinafter collectively referred to as a “Third Party”) where said Third Party offers or is likely to offer a Bribe.
Directors, officers and employees shall maintain and update in a timely fashion complete and accurate records of all expenses and payments (including payments to Third Parties) in Nabtesco Group's books, records and accounts to ensure compliance with the Anti-Bribery Rules.
Nabtesco Group shall provide periodic education and training for directors, officers and employees to improve awareness of the Anti-Bribery Rules.
Directors, officers and employees acknowledge and understand that a violation of the Anti-Bribery Rules may subject them to disciplinary action in accordance with internal company rules.
When necessary, this Policy shall be appropriately revised at the Board of Directors meeting of Nabtesco Corporation based on the discussions of its Compliance Committee in response to changes in Nabtesco Group's business or in the applicable laws and regulations.
Nabtesco Corporation has established this Nabtesco Group Human Rights Policy as follows for the purpose of ensuring that all officers and employees of Nabtesco Corporation and its group companies (collectively, the “Nabtesco Group”) act to promote respect for human rights.
This Policy, together with the Nabtesco Group CSR-Oriented Procurement Policy, complements the Nabtesco Group Code of Ethics.
The Nabtesco Group is committed to pursuing efforts to promote respect for human rights in accordance with the spirit indicated in the International Bill of Human Rights established by the United Nations (UN), the ILO Declaration on Fundamental Principles and Rights at Work established by the International Labour Organization (ILO), and all other international rules concerning human rights, as well as in conformity with applicable international guidelines including the UN Guiding Principles on Business and Human Rights.
The Nabtesco Group respects human rights in every respect in the context of its business activities. Discrimination based on race, creed, gender, age, social class, national origin, ethnicity, religion, physical or mental disability or sexual orientation will not be tolerated, nor will any act that undermines individual dignity in any other way. The Nabtesco Group complies with human rights and labor laws of all relevant nations and makes efforts to ensure the safety and security of individuals and to avoid infringing upon human rights. The Nabtesco Group will not direct or utilize child labor or forced labor.
The Nabtesco Group carries out a human rights due diligence process to identify and assess impacts on human rights and endeavors to mitigate human rights risks. In order to address impacts on or risks to human rights, the Nabtesco Group will verify its human rights due diligence process and the effectiveness thereof on an ongoing basis.
The Nabtesco Group will endeavor to encourage its customers, suppliers and other business partners to understand this Policy.
The Nabtesco Group respects the human rights of all of its officers and employees, treats each of them in a non-discriminatory manner and ensures impartiality in the context of employment, performance evaluation and all other aspects of human resources management, and develops a safe and secure work environment.
The Nabtesco Group will endeavor to keep shareholders and investors adequately informed of this Policy and the Nabtesco Group’s various efforts to respect human rights.
The Nabtesco Group acknowledges that its business activities may affect regional communities in some way and thus endeavors to identify and assess human rights risks.
The Nabtesco Group’s efforts to respect human rights will be publicly disclosed in the form of an integrated report or in some other appropriate way.
If any infringement of human rights caused directly or indirectly by the Nabtesco Group’s business activities is recognized, the Nabtesco Group will promptly take steps to provide redress and remedy.
To ensure that this Policy is properly understood and reflected in business activities, the Nabtesco Group will provide education and training to all of its officers, employees and other personnel.
Develop personnel who can think and learn on their own at all times as members of a global corporate group, and create a culture that values and supports learning.
The Nabtesco Group formulated the Environmental Philosophy and Environmental Action Plan in May 2005 to promote activities reflecting our strong sense of social responsibility and to help realize a sustainable society.
These guidelines were made as a tool for suppliers to deepen their understanding of “Nabtesco Group CSR-Oriented Procurement Policy.” Nabtesco Group would like all suppliers to understand the purpose of these Guidelines and implement them internally. The Group also requests that your suppliers understand and implement the purpose of these Guidelines.
To fulfill our corporate social responsibility (CSR) by delivering products with the highest levels of safety, comfort, security and reliability, we will:
|Policy||The Nabtesco Group promises to protect the global environment and promotes harmony with local communities and cultures by practicing The Nabtesco Way. In each region where it conducts business, the Nabtesco Group will proactively engage in exchange and cooperate with local communities in those fields closely related to its business.|
|Relevance to the Group's
|Corresponding material CSR issues (materiality)||Corresponding
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