Governance
Corporate Governance
Basic Stance on Corporate Governance
Since its founding in 1943, Sanden Group has embraced the founding spirit of 'Let us Develop with Wisdom and Prosper in Harmony' as part of its corporate culture. Furthermore, our corporate philosophy, established in 2003-comprising 'Universal Values Shared by the International Community' and 'Basic Attitudes Toward Stakeholders' -has been widely embraced throughout the Group. Guided by this philosophy, we have worked to enhance corporate governance by improving management quality in terms of fairness, transparency, and efficiency.
Our Group has set forth a vision to become a leading company in thermal management technologies that drive safety and comfort. We are committed to creating new corporate value to realize this vision.
Our company is structured with an Audit & Supervisory Board, as well as a Board of Directors, Audit & Supervisory Board Members, and Accounting Auditors.
Our Board of Directors is comprised of eight members, including three independent directors. This structure ensures management accountability while strengthening supervisory functions and securing objectivity in governance. The Audit & Supervisory Board is composed of four members, two of whom serve as outside Audit & Supervisory Board members. In order to strengthen our management oversight functions, the Company has established and disclosed the "Independence Criteria for Outside Officers," and, in accordance with these criteria, has designated five outside officers as independent officers and filed such designation with the Tokyo Stock Exchange.
Our company has established a Nomination & Compensation Committee to advise and make recommendations to the Board of Directors upon its request, ensuring transparency in the decision-making process and objectivity in the content when appointing directors and determining their compensation. This committee consists of five members, including three independent directors: Mr. Ju Dongying(Chair), Mr. Tian Changqing, Mr. Li Ming, President Mr. Xu Zhan, and Ms. Sun Jiahui. Directors serve one-year terms to maintain transparency and enable swift responses to environmental changes. We have also implemented an executive officer system to enhance operational execution and improve management efficiency.
A Special Committee has been established to ensure fairness and avoid conflicts of interest in transactions with controlling shareholders. Furthermore, we have established a Sustainability Committee to oversee our sustainability initiatives, and have categorized these activities into four key domains-Safety & Health, Environment, Labor & Human Rights, and Society & Ethics-and are promoting initiatives in each area. In particular, important compliance and risk management matters in the field of Society & Ethics are discussed in a timely manner at management meetings and Board of Directors meetings. In addition, we have established internal and external whistleblower hotlines as part of our whistleblowing system, thereby strengthening our compliance and risk management frameworks.
We believe that our current governance framework is well-suited to the nature of our business, history, and corporate culture, and is capable of effectively ensuring strong corporate governance.
Organization Units and System
