Corporate Governance

Basic Stance on Corporate Governance

The Companyʼs basic philosophy of corporate governance is to establish a business management system that can respond promptly to changes in the business environment and ensure management transparency. In order to respond promptly to changes in the business environment, we position the Board of Directors as the body with the responsibility for making decisions on important matters and for supervising business operations, and to promote prompt decision-making. In addition, with regard to ensuring management transparency, we will strive to strengthen both our compliance and risk management systems and to ensure that we make timely disclosure(s).

Corporate Governance Report (PDF 92KB)　* Japanese Text Only

Corporate Governance System

Organizational Structure: Company with Corporate Auditors
Board of Directors: Seven directors (two of whom are external directors)
Board of Directors Meeting Information (Fiscal year ended December 31, 2023): Number of Meetings: 13
Meeting Attendance: 98.1%(average)
Attendance of Independent Directors at Board Meetings: 97.4%(average)
Board of Auditors: three auditors (three of whom are external auditors)
Board of Auditors Meeting Information (Fiscal year ended December 31, 2023): Number of Meetings: 14
Meeting Attendance: 100%(average)
Attendance of Independent Auditors at Board Meetings: 100%(average)

Corporate-Governance-System

Whistleblowing System (Bell-Park Group Helpline)

We have established internal and external Whistleblowing System for the early detection and correction of compliance-related problems such as misconduct and harassment, which is available to Bell-Park Group employees (directors, regular employees, contract employees, temporary employees, seconded employees, part-time employees, and employees who have resigned within one year).

In order to enhance the effectiveness of the Whistleblowing System (Bell-Park Group Helpline), we have introduced an system that allows for completely anonymous reporting and consultation, and we are making the system known by displaying posters explaining the system in an easy-to-understand manner in our stores and offices. We are promised in our internal rules to protect the privacy of those who consult with us and report problems and to prohibit any disadvantageous treatment of them. In addition, when we confirm the occurrence of compliance-related problems, we take corrective measures and measures to prevent recurrence.

Internal Control System

Basic policy and system for the internal control system

System for ensuring that duties performed by directors and employees of the Company conform to laws and regulations and the articles of incorporation
1. External directors that are independent of the Company and that have the necessary knowledge and experience to ensure compliance will be chosen.
2. External corporate auditors that are independent of the Company and have the necessary knowledge and experience to ensure compliance will be chosen, and measures will be taken to establish an environment that is conducive for corporate auditors to perform audits.
3. Execution of important business matters will have to be reported to, or put up for resolution, to the Board of Directors.
4. An independent auditing company will continue to audit the Company’s books to ensure proper accounting.
5. All managers and employees will be strictly required to adhere to the code of ethics and compliance rules.
6. An external attorney shall be appointed as a committee member of the “Compliance and Risk Management Committee.”
7. A compliance officer will be named for each department to ensure implementation of compliance measures and that employees have access to consultation regarding compliance issues.
8. In accordance with the Internal Audit Rules, operational audits shall be carried out in strict compliance with all laws and regulations.
9. The Auditing Department, independent from divisions involved in the execution of operations, will carry out internal audits.
10. Directors shall report the discovery of any violation of laws, regulations or the articles of incorporation to the Board of Directors.
11. Manager and employee training will be carried out as necessary.
System for storing and managing information concerning duties performed by the directors of the Company
1. The following documents and related materials (including electronically recorded information) shall be stored and managed over a certain period stipulated in the Document Management Rules.
  Shareholder meeting minutes : Permanent preservation
  Board of Director meeting minutes : 10 years
  Executive meeting minutes : 10 years
  Financial statements : 10 years
  Approval documents : 10 years
2. Storage periods and management methods for other documents shall be prescribed in the Document Management Rules according to their level of importance.
Rules and other systems for the management of the risk of losses for the Company
1. External directors that are independent of the Company and that have the necessary knowledge and experience to ensure proper risk management will be chosen.
2. External corporate auditors that are independent of the Company and have the necessary knowledge and experience to ensure proper risk management will be chosen, and measures will be taken to establish an environment that is conducive for corporate auditors to perform audits.
3. An independent auditing company will continue to audit the Company’s books to ensure proper accounting.
4. All managers and employees will be strictly required to adhere to the code of ethics.
5. An external attorney shall be appointed as a committee member of the “Compliance and Risk Management Committee.”
6. The Auditing Department, independent from divisions involved in the execution of operations, will carry out internal audits.
7. Directors shall report the discovery of any situations that may cause a major loss for the company to the Board of Directors.
8. Manager and employee training will be carried out as necessary.
System ensuring that directors of the Company perform their duties efficiently
1. The Board of Directors shall deliberate and make decisions on significant management issues and have oversight of overall management.
2. Directors shall perform their duties based on the Organizational Rules and the Rules for the Delegation of Authority determined by the Board of Directors.
System ensuring that duties are performed properly by the corporate group composed of the Company and its subsidiaries
1. Based on the Rules for Management of Affiliated Companies, the Company will have its subsidiaries report their results of operations and other significant matters to the Company on a regular basis.
2. Based on the Rules for Management of Affiliated Companies, the Board of Directors of the Company shall deliberate and make decisions on the subsidiaries’ significant management issues.
3. Directors of the Company’s subsidiaries shall conduct their duties based on rules determined by each subsidiary.
4. A compliance system for the Company and its subsidiaries will be established in accordance with the Company’s “Corporate Philosophy” and “Code of Behavior.”
5. An external attorney shall be appointed as a committee member of the “Compliance and Risk Management Committee” of the Company’s subsidiaries.
6. Manager and employee training will be carried out as necessary at the Company’s subsidiaries.
7. The Auditing Department of the Company will audit its subsidiaries either on a routine or temporary basis.
Matters concerning employees, whose assistance is required by corporate auditors of the Company in performing their duties
Employees will be provided as necessary, following discussions between directors and corporate auditors, in cases where the corporate auditors of the Company request the assistance of employees in performing their duties.
Independence of employees assisting corporate auditors’ duties from directors
Employees assisting corporate auditors’ duties will be placed under the authority of corporate auditors to ensure their independence from directors, and that there are no negative consequences due to the performance of their duties in terms of employee evaluation, transfer, or disciplinary action.
Reporting system to corporate auditors by directors and employees of the Company and its subsidiaries
1. Significant management and operational issues will be reported to corporate auditors at Board of Directors’ meetings or other important meetings of the Company or its subsidiaries.
2. When corporate auditors request a report for operational matters as necessary, directors of the Company or its subsidiaries are required to report (or have their employees report) to the corporate auditors.
3. When directors and a general manager of the Auditing Department of the Company and its subsidiaries encounter any violence of laws and regulations or any matters that may seriously cause damage to the company, they shall report such matters to corporate auditors.
4. A general manager of the Auditing Department reports to corporate auditors on matters regarding internal audit results of the Company and its subsidiaries.
System ensuring no suffering of individuals for any detrimental treatment as a result of their reporting to corporate auditors
No directors/employees of the Company and managers/employees of its subsidiaries shall suffer any detrimental treatment as a result of their reporting to corporate auditors for matters described at Section 8 above.
Rules regarding accounting for expenses or liabilities related to duties of corporate auditors of the Company
When corporate auditors request the Company to reimburse their expenses for their duties, such as in the form of an advance payment, the Company will promptly account for the expenses either as an expense or liability.
Other systems ensuring corporate auditors to effectively conduct their audits
1. CEO of the Company and corporate auditors will exchange their views at regular meetings regarding operational issues and other significant management issues.
2. The Company’s corporate auditors and the Auditing Department will collaborate to conduct efficient audits.

Basic policy and system for eliminating antisocial forces

Basic policy for eliminating antisocial forces
It is the Company’s basic policy to eliminate any relations with antisocial forces that threaten social order and security.
System for eliminating antisocial forces
The Risk Management Department will be the responsible department dealing with issues related to antisocial forces. The Department will collaborate with and receive necessary supports from third party specialists, such as the police, The National Center for the Removal of Criminal Organizations, attorneys, and other special agencies. Further, the Department will prepare a manual for these issues and will hold manager and employee compliance trainings as needed for their full understanding.

Compliance education

We have established the “Code of Compliance” for upholding high ethical standards in order to ensure that all business operations at all group companies are based on rigorous compliance activities concerning laws and regulations and ethical behavior.

Furthermore, we provide education on both knowledge of, and attitudes to, compliance for all employees, including part-time and temporary employees, through e-learning-based discussion-type training programs and group training conducted by specialist departments.