Corporate GovernanceBasic Policy for Internal Control System (PDF：328KB)
Since its founding in 1943, Sanden’s Founding Spirit of, “Let Us Develop with Wisdom and Prosper in Harmony” has formed the basis of corporate culture. In 2003, we newly established our Corporate Philosophy—which includes “Basic Principles (Universal Values Shared by the Global Community)” and “Basic Stance toward Stakeholders.” In accordance with this "Corporate Philosophy“, which has been embraced throughout Sanden Group, Sanden has been working to enhance corporate governance from the perspective of improving the quality of its management, including fairness, transparency and efficiency.
Sanden is committed to creating new corporate value in line with our "Vision" of "Open up a new era and become a company that is trusted by all the people so that we will be able to create an enriched society in which environment and comfort are harmonized".
Employing the “company with Audit & Supervisory Board Member” model based on Japan’s Companies Act, Sanden has created a corporate governance system that includes Board of Directors, Audit & Supervisory Board, Audit & Supervisory Board Member and Accounting Auditor. The Board of Directors has 8 members, including 2 Outside Directors. This system ensures accountability of management, strengthens the supervisory function and ensures the objectivity and independence of our corporate governance. The Audit & Supervisory Board has 4 members, including 3 Outside Audit & Supervisory Board Members. To strengthen management oversight functions, Sanden has established and disclosed the “Independence Criteria for Outside Officers”, and based on the Criteria, we have designated four of the five Outside Directors/Audit & Supervisory Board Members and notified the Tokyo Stock Exchange of the designation.
Sanden has established the Nomination and Compensation Committee, which advises and makes recommendations to the Board of Directors in consultation with the Board of Directors, to ensure the transparency and objectivity of the decision-making process of appointing Directors and determining their compensation. The committee consists of four members, including two independent Outside Directors (Outside Director Mr. Hideto Ozaki (chairman), Outside Director Mr. Yuzo Ushiyama, Representative Director & President Mr. Katsuya Nishi, and Representative Director & Executive Vice President Mr. Tsuguo Ito). In addition, by setting Directors’ terms to one year, Sanden has put in place a system to ensure management transparency and one that enables quick responses to changes in the market environment. Also, by adopting a corporate officer system, Sanden aims to strengthen business execution functions and increase management efficiency.
Moreover, the Management Committee and Board of Directors deliberate in a timely fashion on important matters in compliance and risk management. Furthermore, by putting in place internal and external hot lines as an internal reporting system, Sanden is working to strengthen risk management, corporate ethics, and legal compliance.
We believe that Sanden’s current system is fully capable of demonstrating the effectiveness of corporate governance in light of the actual conditions of our business type, history and corporate culture.