Corporate Governance and Compliance Framework
Ajinomoto Co., Inc., emphasizes the strengthening of corporate governance as a key means of improving the overall corporate value of the Ajinomoto Group. The company makes every effort to comply with all laws and ordinances by following the Ajinomoto Group Standards of Business Conduct and other group principles.
Corporate Governance
For Ajinomoto Co., Inc., strong corporate governance is a top priority, both for improving competitiveness and for establishing a positive presence in society. The company is creating an effective system of business execution and supervision that incorporates global best practices and retains the positive aspects of Japanese style management. The company aims to increase its corporate value through an emphasis on group-wide management and efforts to strengthen business competitiveness.
Board of Directors and Management Committee
The Board of Directors, presided over by the chairman of the board, is the highest decision-making body within the management structure. The board makes decisions on matters relating to laws and ordinances and the company's by-laws as well as other important matters, and supervises the work of the directors and corporate executive officers. The Management Committee is composed of senior executive officers who are also directors, and is presided over by the chief executive officer. The committee deliberates on basic policies regarding management of the company and makes decisions on important matters regarding business execution.
Auditing system
Corporate audits are conducted by five corporate auditors, three of whom are outside auditors. The Internal Auditing Department follows internal auditing rules and an auditing plan to conduct operational audits of the company as well as the management and operations of affiliates.
Nominations and compensation
Ajinomoto Co., Inc., has established a Nominating Advisory Committee and a Compensation Advisory Committee, which are composed of several directors including outside directors, as advisory bodies to the Board of Directors, in order to increase transparency and objectivity of appointments of and compensation for executives.
Risk management
The Ajinomoto Group established the Risk Management Committee in 2002, and is performing thorough risk management according to the JIS-Q (Japanese Industrial Standard management system). The objective is to uncover risks in advance, not just deal with them after a crisis has occurred.
As part of this effort, a business continuity plan (BCP) has been established in order to minimize the impact on business and society in the event of an earthquake. The measures that would be needed to respond to such an emergency are being systematically put in place. Preparations include examining high-priority products which have a greater effect on society in terms of social responsibility, such as pharmaceutical products, as well as the securing of relevant information and logistics systems.
Compliance Framework
In 2000, Ajinomoto Co., Inc., established the Ajinomoto Group Standards of Business Conduct, as part of the Ajinomoto Group Principles. The group works to ensure thorough compliance with these standards and all laws and ordinances by providing high-quality education and training, distributing manuals, communicating with employees via in-house intranet, and offering e-learning programs. It also conducts regular monitoring to check the status of compliance and identify any emerging issues, using questionnaires and review meetings at each workplace. Issues with group-wide significance are addressed by the Business Conduct Committee. Specific issues are dealt with by the organization responsible for each specific area, such as the General Affairs & Risk Management Department and the Legal Department.
Business Conduct Committee
In May 1997, Ajinomoto Co., Inc., established a Business Conduct Committee as an organization for ensuring all personnel are kept informed of the standards of business conduct and for checking whether business activities are being run in accordance with those standards. Now, similar business conduct committees have also been established at each of the main group companies, and Ajinomoto Co., Inc., is working on group-wide initiatives befitting a good corporate citizen to encourage legal compliance and ethics.
In addition, the group has revised certain in-house regulations to comply with Japan's new Law to Protect Those Who Disclose Information in the Public Interest, which came into force in April 2006. The company is working to ensure that all employees are well aware of its whistleblower hotline by including notices on it in various internal communications.
