Comprised of nine directors, including five outside directors, Tadano's Board of Directors develops and executes management plans and strategies with the goal of maximizing the company's corporate value and making improvements such as in earning capabilities and asset efficiency. The board also establishes an internal control system and a risk management system to support appropriate risks taken by directors as a part of management decisions, thereby properly fulfilling its role and responsibilities.
The company places corporate governance as one of the important management issues in order to ensure transparency, soundness, and efficiency of our management. For corporate governance to function effectively, we believe we need to foster a sound corporate culture based on our corporate philosophy and develop a mechanism in which corporate management (and managers) are governed by such a culture. Equally important is to ensure that auditing is conducted properly by improving the auditing environment and expanding the role of the audit and supervisory Corporate Governance: Tadano's Basic Policy Organizational Chart board members.
To realize sustainable growth and a mid- to long-term enhancement of corporate value, we have established the Corporate Governance Guidelines, which set forth the Tadano Group's basic approach to corporate governance.
Corporate Governance Structure Chart
Changes in Corporate Governance Structure
|Apr. 1999||Introduced the executive officer system|
|Oct. 2005||Established the CSR Committee, Risk Committee, and Compliance Committee|
|Apr. 2006||Established the Internal Control Office|
|May 2006||Introduced the Tadano Group CSR Charter and Tadano Group CSR Guidelines, adopted the internal reporting system, and established the basic policy for the development of an internal control system|
|Jun. 2008||Elected 2 outside directors|
|Sep. 2014||Introduced the Tadano Group Management Regulations|
|Apr. 2015||Established the Internal Audit Office
("Internal Control Office" was renamed "Internal Audit Office" to strengthen auditing functions)
|Dec. 2015||Established the Corporate Governance Guidelines
(in accordance with the Corporate Governance Code)
|Apr. 2016||Established the non-statutory Nominating Committee|
|Apr. 2017||Reorganized the non-statutory Nominating and Compensation Committee|
|Jan. 2019||Introduced the Tadano Group Compliance Regulations
Appointed Compliance Officers
|Jul. 2019||Established the Compliance Office|
|Jun. 2020||Introduced the restricted stock compensation plan|
Description of Meeting Bodies and Committees
Board of Directors
Monthly Management Briefing/Management Meeting
The Monthly Management Briefing is held to report on business activities and to share information, while the Management Meeting is convened to discuss management strategies. These advisory meetings are held once a month to assist the president's decision-making and are attended by directors, and audit and supervisory board members.
Audit and Supervisory Board
Composed of five audit and supervisory board members including three outside audit and supervisory board members, the Audit and Supervisory Board maintains a system which allows audit and supervisory board members to audit business execution of directors by exercising their authority and appropriate judgment from an objective perspective based on the high level of expertise and information held by each audit and supervisory board member.
Nominating and Compensation Committee
This Committee is comprised of seven members: two internal directors, four outside directors, and one outside audit and supervisory board member. Serving as an advisory body for the Board of Directors, the Committee discusses the nomination of directors and audit and supervisory board members and the appointment of officers, as well as decisions concerning remuneration for directors, and reports the details of the discussion to the Board of Directors with the goal of ensuring fairness and transparency.
In addition, as an advisory body for the president, the Committee discusses and reports to the president decisions concerning remuneration for officers with the goal of ensuring fairness and transparency.
Officers' Meeting and Officers' Camp
The Officers' Meeting is held at least twice a month to facilitate business execution by officers and to enhance collaboration among officers. The Officers' Camp is held twice a year as an opportunity for intensive discussion on management strategies.
The goal of the Risk Committee is to enhance the company's risk management capabilities. The Committee meets biannually to identify and evaluate internal risks, implement solutions by assigning each risk to a department, and to conduct reviews on the results.
Evaluating the Effectiveness of the Board of Directors
Article 34 of the Corporate Governance Guidelines stipulates matters concerning evaluation of effectiveness of the Board of Directors. In fiscal year 2020, the Board of Directors concluded that the mechanism of Board of Directors meetings, which are conducted based on discussions at the Officers' Meeting held at least twice a month with outside directors in accordance with Article 25 of the Guidelines to reinforce officer's execution of duties and strengthen collaboration among officers and at the Management Meeting held once a month to discuss management strategies, is appropriate in composition, role, and operation, and that outside directors are contributing to the effectiveness in the series of discussions, including Board of Directors meetings. This conclusion was made based on the analysis and discussion on results for questionnaires on the evaluation of the Board of Directors collected from all directors and audit and supervisory board members.
As part of last year's effectiveness evaluation, it was decided that continuous deliberations should be conducted to evaluate the diversity of our Board of Directors. While these diversity results have improved, other issues related to Board of Directors meeting procedures, such as meeting materials, explanations, and selection of agenda, were flagged in the evaluation, so we will continue to make further improvements.
Compliance Assurance System
In keeping with the Tadano Group CSR Charter and the Tadano Group Compliance Regulations, all employees of the Tadano Group engage in transparent, sound, and honest business activities in compliance with relevant laws and regulations and social norms, as well as high ethical standards.
In addition to appointing Compliance Officers, we periodically hold the Compliance Committee, consisting of members representing each division.
The Compliance Committee raises awareness of compliance through education and trainings on regulatory compliance using educational tools and other materials, and strengthens the compliance system by providing assistance such as for implementation of regulatory compliance measures.
Tadano Group Compliance Regulations
The Tadano Group Compliance Regulations were established in January 2019 to ensure that all officers and employees of the Tadano Group continuously engage in proper compliance practices (meaning compliance not only with laws and regulations, but also rules of international community, internal rules, and corporate ethics). The regulations set forth the codes of conduct for 18 items, including anti-bribery and corruption, labor rights, and proper accounting and tax return filing, as well as compliance education and auditing.
Promoting compliance (in Japan)
All employees are given a copy of the Compliance Book, which describes compliance issues encountered in daily operations, and read through it line by line whenever appropriate during gatherings held at each workplace, such as morning meetings. Compliance seminars are held for employees each month using e-learning, and group workshops are organized on specific themes when needed.
Internal reporting system
We have established an internal reporting system so that employees can report illegal and inappropriate actions to the company. We have set up an internal hotline as well as an external hotline (an outside law firm) to receive reports from whistleblowers.
Tadano's internal regulations protect whistleblowers by ensuring their anonymity and prohibiting any unfair treatment of them. Violations of laws and regulations, if confirmed, are reported to the Compliance Committee. If the violation is deemed serious, the Committee immediately provides its on countermeasures based on the results of investigation and reports the violation and the countermeasures to the president and audit and supervisory board members.