Corporate Governance

The Group is committed to establishing and running a highly transparent management system and aims to achieve sustainable growth and increase corporate value on medium- and long-term basis.

Corporate Governance

Basic Views on Corporate Governance

Our corporate philosophy is "to create the world's No.1 products and grow significantly with our partners and customers by integrating the excellent technology, wisdom, and information available in the world." By putting this philosophy into practice under the corporate brand "ACCRETECH," we strive to achieve sustainable growth and increase corporate value.
To meet this goal, based on a recognition of the need to ensure fair and transparent management activities as a reliable corporate citizen in the international community, the Group has established basic policies to enhance corporate governance.

Basic Policies

  1. The Board of Directors strives to properly perform its roles and responsibilities to make transparent, fair, quick, and committed decisions.
  2. The Company respects the rights of shareholders and ensures the equality of shareholders.
  3. The Company strives to have constructive dialogues with shareholders on investment policy that places emphasis on mid- to long-term returns for shareholders.
  4. The Company strives to maintain appropriate collaboration with stakeholders other than shareholders, such as customers, suppliers, employees, creditors, and local communities.
  5. The Company strives to ensure proper information disclosure and transparency
Corporate Governance Structure

Stance on Internal Controls

We are committed to reinforcing our corporate governance and compliance and ensuring sound and transparent management by establishing internal control systems and strengthening our self-control function.

Establishment of and Structure for the Internal Control System

The Board of Directors has built an effective internal control system and established a structure for complying with laws, regulations and the articles of incorporation to ensure that all business operations are performed appropriately and soundly.
The Board of Auditors audits the effectiveness and functions of the internal control system.
The Audit Department under the direct control of the President conducts internal audits to verify that the operation of the Tokyo Seimitsu Group is conducted in compliance with relevant laws, regulations, the articles of incorporation, and internal rules, as well as to assess the validity of control. The Audit Department also carries out IT control audits in cooperation with other relevant departments and teams.
The Audit Department checks the establishment and operation status of internal controls related to financial reporting of the Tokyo Seimitsu Group and evaluates their validity.
If the Audit Department finds any violation of laws, regulations, articles of incorporation, or internal rules, or any risk due to some other reasons, its General Manager immediately notifies the President and the Board of Directors takes actions.
Internal audits are conducted according to an annual plan approved by the Board of Directors, and their results are immediately reported to the President as well as at the Board of Directors and Executive Management Meetings.
Audit results and suggested improvements are also shared with related sections and divisions.

Compliance and Risk Management

Compliance Management System

The Tokyo Seimitsu Group has the Compliance Committee as an organization to manage compliance-related efforts.
This organization is led by the board directors and executive officers, the other members being directors in charge of production, engineering, and personnel management, presidents of the group companies, etc.
The committee formulates the code of corporate ethics and action guidelines, and reports and discusses compliance education, training, and activities. If there is any potential violation or infringement of laws, regulations, rules, or ethics, it takes corrective actions. The committee also discusses preventive measures as necessary.

Whistle Blower System

The Compliance Consultation Service is provided as a whistle blower system. This service is offered through the following channels outside and inside the company: (1) Compliance Committee members and Secretariat, (2) Personnel Counseling Dept. (3) external lawyers, and (4) outside directors and auditors.
Every effort is made to protect the anonymity and privacy of whistleblowers and shield them from any negative consequences.

Compliance Education

To ensure thorough compliance, all directors and employees should understand applicable laws, regulations, and rules and realize their obligation to comply with them. Tokyo Seimitsu provides many education opportunities to raise awareness of compliance and stay highly conscious.
In addition to level-specific education programs such as new employee training and training for managers, we have implemented an e-learning training system in Japan.
In safety and health training at manufacturing site, emphasis is placed on compliance with relevant laws and regulations, including those related to quality and environmental management.
Moreover, with regard to the relationships with suppliers, we hold workshops on subcontracts and other related issues.

Compliance Activities

Security Trade Control Program
The Tokyo Seimitsu Group has the Security Trade Control Program in place to implement proper security trade control aiming at maintaining international peace and security.
In implementing this program, rules to comply with trade laws and regulations have been established to ensure compliance for export of products and components.
Latest information on export-related laws such as the Foreign Exchange and Foreign Trade Act is constantly obtained and communicated to directors and employees engaged the related work. They are required to comply with the security trade control processes set up internally such as trade item classification and transaction examination. Moreover, education on import/export control work and specific trading business skills for those who will be stationed abroad is also provided.
Tokyo Seimitsu was approved by the Tokyo Customs as an exporter with excellent security control and compliance programs and granted the title of "specified exporter" under the AEO* (Authorized Economic Operator) system in March 2009.
E-learning program on export control process has been internally produced and participated by all employees including directors. This program is also planned to expand for personnel in charge of export work at group companies.
As Chair of the Trade Sub-committee of SEAJ (Semiconductor Equipment Association of Japan), Tokyo Seimitsu conducted a security export control seminar for member companies in fiscal 2016.

*AEO(Authorized Economic Operator):
AEO stands for authorized economic operator, which is a private company entitled to preferential treatment in import and export procedures at the customs office, such as simpler inspections. The requirements for an AEO are that the company have no history of legal violation over a specified period of time, that it be capable of performing duties properly and reliably, and that it have compliance rules in place and put those rules in practice.

Status of Legal Compliance
Results of evaluations and other inspections conducted in internal audits and by external organizations show no misconduct, legal violation, or any other problem that affects business activities with regard to the appropriateness of financial statements, the quality of products, and environmental activities in fiscal 2016.

Risk Management System

The Risk Management Committee is in place to manage risk for the Tokyo Seimitsu Group. Headed by the President and CEO, the Committee consists of executive officers from Companies and directors of subsidiaries appointed by the Chair. Measures to prevent potential risk are reported from relevant sections to the Committee, which will then reports to the Board of Directors as necessary. When risk becomes obvious, the Risk Task Force is established immediately.

Risk Measures

Business Continuity Management
At the time of a natural disaster or accident, life is the first priority. On the other hand, we consider that, if key business activities are stopped, it is a corporate responsibility to resume business as quickly as possible to prevent customers' operations from being interrupted.
Tokyo Seimitsu has "business continuity rules" and "business continuity plans (BCP)" in place to clarify the actions to be taken in an emergency.
At ordinary times, we review the BCP of each division based on risk assessments taking the operational status into account and observations of changes in risk predictions. At the same time, we evaluate the seismic capacity of buildings, maintain hub offices, and conduct routine safety checks and education.
Results of these activities are reported to the Risk Management Committee every year.

Basic Business Continuity Policy

  • Our top priority is to confirm and secure the safety of our employees and their family members and to assist in efforts by local communities to protect and save the lives of people and achieve reconstruction.
  • Priority is given to maintain the supply of components that our customers need to continue business operations.
    (1) Maintaining the supply of precision dicing blades
    (2) Maintaining the provision of equipment repair service and the supply of necessary components

Furthermore, the Tokyo Seimitsu Group has a "safety confirmation system" in place that enables us to check whether employees are safe in the event of a disaster or accident by using cellular phones or smartphones.

Information Security
The globalization of business and progress of information technology have made the management of intellectual property rights and customer information has increased, requiring us to improve corporate structures and strengthen management.
With the Information Security Committee established in 2004, headed by the chair selected by and among the Board of Directors, Tokyo Seimitsu has been committed to strengthen information security.
The Committee is responsible for basic information security policy, developing rules based on that policy, and instructing and supervising of policy implementation.
The IT System, Office, and Education and Audit Working Groups has been established under the Information Security Committee to ensure handling of information other than electronic information and security.
Information Security Committee and Functions
Information Security Measures
Under increased threat of cyber attacks such as targeted attacks and ransomware, all employees receive regular education with e-learning on the most recent threats, and related information is posted on the portal site for employees to encourage information sharing and alerting.
In addition, a targeted attack drill was conducted twice in 2017 and strived to improve security awareness.
As technical measures against recent threats, in addition to measures at inlet and outlet of information, the latest security equipment has been introduced to detect suspicious behaviors of malware in order to reduce security risk.