Basic PolicyEver since the company was first established, we at Tamron have sought to forge good relationships with all stakeholders, achieve sustainable growth and enhance corporate value in line with our management philosophy. In support of those goals, we have adopted the basic approach of ensuring fair and transparent management practices while developing a highly effective corporate governance system that seeks to improve the speed and efficiency of decision making and business execution.
Corporate Governance System Overview
Tamron is a company with corporate auditors and includes a Board of Directors that functions as a body to make important decisions and supervise the execution of operations, as well as an Audit & Supervisory Board as an auditing body that is independent of the Board of Directors.
Tamron also appoints multiple independent external directors possessing a wealth of knowledge, expertise and independence and has set up a Nominating Committee and Compensation Committee as advisory bodies to enhance supervisory functions.
To the Board of Directors, Tamron appoints 11 directors (two of whom are external directors), including one foreign director and one female director, as well as 4 corporate auditors (three of whom are external auditors).
1. Board of Directors
Meetings of the Board of Directors are held once a month, in principle, attended by all Directors and Corporate Auditors, for reviewing the execution of duties by the Directors and deciding on important issues as set forth in the basic policy of the company and the Companies Act.
2. Audit & Supervisory Board
Meeting once a month in principle, the Audit & Supervisory Board audits the process of decision making by the Board of Directors and the execution of duties by Directors, by attending the Board of Directors meetings and checking approval documents.
3. Nominating Committee
Tamron has established a Nominating Committee to enhance the independence and objectivity of the Board of Directors in nominating, appointing, and dismissing directors. It is chaired by an external director and more than half of the committee members are external officers (external directors or external auditors).
4. Compensation Committee
Tamron has established a Compensation Committee to enhance the independence and objectivity of the Board of Directors with regards to director compensation. It is chaired by an external director and more than half of the committee members are external officers (external directors or external auditors).
5. Management Meetings
Tamron has established management meetings attended by directors and full-time corporate auditors to discuss and consider issues related to management and the execution of duties, and to quickly respond to the changing management environment.
6. CSR Committee and Compliance Committee
Tamron’s CSR Committee meets monthly to closely monitor the progress of CSR activities . The committee is an organization under the direct control of the President and CEO.
To promote compliance, Tamron has established the Compliance Committee, which is chaired by the Representative Director and deliberates on basic items for the promotion of compliance.
7. Accounting Auditor
Tamron has concluded an auditing agreement with Wako Audit Corporation and receives audit from this firm in its capacity as accounting auditor.