Corporate governance

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We will provide products and services through fair business transactions and maintain good faith and fair relationships with government agencies and business partners.

Pursuant to the Companies Act in Japan, OYO Corporation has established a board of corporate auditors and adopted an executive officer system. The Company works to enhance management transparency, clarify responsibilities and quicken decision-making.

Basic concept

Fiscal 2018
(62nd fiscal year)
Fiscal 2019
(63rd fiscal year)
Fiscal 2020
(64th fiscal year)
Directors
(term of office: one year)
8
(including 3 outside directors)
8
(including 3 outside directors)
9
(including 3 outside directors)
Corporate auditors
(term of office: 4 years)
4
(including 2 outside corporate auditors)
3
(including 2 outside corporate auditors)
3
(including 2 outside corporate auditors)
* All of the outside officers were designated as independent officers.

OYO Corporation endeavors to enhance its corporate governance, positioning it as an important theme of management in order to achieve continuous growth and enhance corporate value over the medium to long term as it aims to become a “company that is trusted by society and contributes to constructing a sustainable society with security and safety” while maintaining an appropriate relationship with stakeholders including shareholders, investors, customers, employees, business partners and local communities.

Fundamental Corporate Governance Policy

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Activities and initiatives

・Board of Directors
In order to maintain and enhance management efficiency, OYO Corporation has established the Board of Directors comprised of five directors who are well-versed in OYO Corporation’s businesses, three outside directors who are independent and pose no danger of generating conflicts of interest with general shareholders, in addition to one full-time corporate auditor and two outside corporate auditors who are independent officers. Ordinary meetings of the Board of Directors are held at least once every three months, while extraordinary meetings of the Board of Directors are held when necessary, and in addition to supervising the execution of duties by directors, the board makes decisions on important matters concerning OYO Corporation’s management policies, etc. In fiscal 2019, a total of 13 meetings were held. Public meetings with outside directors are held as separate voluntary meetings, and we endeavor to maximize the abundant experience of outside directors for OYO Corporation’s management. Receiving supervision and advice about management from an external objective perspective is an important opportunity for governance, so we added one independent outside director starting in fiscal 2018. As of March 27, 2020, there are nine directors (three of which are independent outside directors).

・Board of Executive Officers
OYO Corporation has implemented a system of the Board of Executive Officers with the aim to specialize functions, accelerate decision-making, and enhance supervision and supervisory functions. The Board of Executive Officers is comprised of five directors (all of whom serve concurrently as executive officers) and eighteen executive officers (as of March 27, 2020). With regard to execution of operations, meetings of the Board of Executive Officers are held at least once a month as a rule, separate from meetings of the Board of Directors, to discuss overall management issues and to deliberate the execution of material operations following the policies decided by the Board of Directors.

・Board of Corporate Auditors
The Board of Corporate Auditors is comprised of three corporate auditors, two of whom are independent outside corporate auditors (as of March 27, 2020). The Board of Corporate Auditors holds regular meetings once a month as a rule. Corporate auditors also attend all meetings of the Board of Directors as a rule, and its system is such that the corporate auditors monitor the management and the execution of duties by directors for adequacy and appropriateness.

・Separate voluntary meetings
As a separate initiative, we have created space for voluntary meetings such as “Management Strategy Meetings,” where management issues are freely discussed, and “Division Briefing Sessions,” which are meant to help deepen OYO Corporation’s business with outside directors. We are endeavoring to establish a corporate governance structure that supports the decision-making functions and the supervisory functions of the Board of Directors.

Internal control system

・Status of Preparation of Internal Control System
OYO Corporation passed a resolution for a basic policy on internal control at a meeting of the Board of Directors held on May 12, 2006, and is working to reinforce the risk management structure, ensure thorough compliance-based management, and reinforce the OYO Group business management structure based on said policy. In addition, at the February 13, 2020 meeting of the Board of Directors, OYO Corporation passed a resolution for revision of the basic policy on internal control.

・Status of Preparation of Risk Management System
OYO Corporation conducts risk management in each division by extracting and analyzing risks, as well as studying and periodically reviewing countermeasures, and its management status is deliberated at regular management meetings. In addition, the OYO Corporate Coad of Conduct “PRIDE” has been established as a code of conduct to be observed by all employees and officers of the OYO Group. In addition, a Compliance Manual has been also prepared to ensure fully informed compliance-based management.

・Status of Internal Audits and Auditing by Corporate Auditors
The Compliance Office conducts audits in accordance with an internal audit program to verify/assess that activities related to business operations and accounting operations are conducted legally and rationally and to improve the situation.
The Compliance Office and corporate auditors regularly exchange information and opinions on audit plans and audit results, and mutually coordinate as the internal audit team is present for some of the audit reports undertaken by accountants for the corporate auditors. Furthermore, the full-time corporate auditors conduct audits of operations of each department of the head office, divisions and regional offices as needed.

Reinforcement of the Compliance System

At OYO Corporation, the Compliance Office, which covers compliance and directly reports to the president, works to secure thorough implementation of compliance in coordination with the Board of Corporate Auditors and the internal audit team. The Company established a compliance manual in 2006 and revised it in 2015 to make it applicable to all companies within the Group. The manual is delivered to all directors and employees and education is repeatedly conducted through e-learning, lectures and other measures. With these initiatives, the Company endeavors to have the importance of compliance thoroughly understood by every one of its members.

Endeavors on education of compliance

Since issuing its Anti-Monopoly Act Compliance Manual in 1994, the Company has revised the manual whenever relevant laws and regulations are amended to thoroughly conduct education and training on compliance.

Compliance manual

Whistleblowing system

The OYO Group has adopted a whistleblowing system and established a whistleblowing contact (attorney) for outsiders in addition to an internal contact. Periodical reports are made to the Corporate Auditors as to the operational status of the system and the matters informed or consulted by whistleblowers.

Poster of the OYO Group Help Line

Endeavors on information security

Information management is one of the most important managerial issues for the Company, which conducts information services as a business domain and often handles information with confidentiality due to the business nature of geological investigation services. The OYO Group has established its basic guidelines for information security and information security policy and works to reinforce management of information including establishment of the latest IT infrastructure. In addition, e-learning and simulated training against targeted e-mail attacks are conducted repeatedly for directors and all employees, in an effort to heighten their awareness of information security.

Safety and Health

Considerations to safety in corporate activities is a critical societal issue. Car accidents and industrial accidents can have a major impact on business management. The Company holds a health committee meeting every month at each operational office, aimed at improving the work environment, and utilizes “TransLog,” an automobile safety management system to monitor and instruct driving techniques of workers. With such education on safety conducted repeatedly over time, the number of accidents occurring at or involving the OYO Group has steadily decreased in recent years.

A scene of training for safety driving administrators