ESG-related Initiatives: Governance
Governance and Compliance
Yamada Denki aims to conduct sustainable corporate activities in a transparent and fair manner in order to be a company trusted by society. We strive to consistently enhance our corporate value and shareholder value by establishing a management organization that ensures quick decision-making concerning management affairs.
Yamada Denki realizes clarification of management responsibility and quick decision-making through weekly PDCA (plan-do-check-act) cycles under an organic and flexible structure consisting of the CSR Committee, other committees and subcommittees.
Yamada Denki adopts a board of auditors system under which the execution of business is supervised and monitored by the board of directors and the board of auditors. The executive officer system is introduced so as to enable quick response to changes in the business environment by clearly separating the function of management decision making and supervision and the function of business operation. The top management team is comprised of the following three: Representative Director, Chairperson and Chairperson of the Board of Directors; Representative Director, Vice Chairperson and CEO; and Representative Director, President and COO. Under the top management team are various business divisions, committees and subcommittees, with executive officers being in charge of specific business operations. The system thus clarifies management responsibility.
In addition to the Compliance Committee, Internal Audit Office and Risk Management Committee, we position corporate social responsibility (CSR) as the core of our management philosophy and have set up the CSR Committee. We established the Code of Ethics and corporate code that concretely specify our CSR approaches. These codes approved by the board of directors have been disseminated within and outside group companies to ensure full understanding of the significance of fulfilling CSR.
Under these systems, we are striving to materialize our basic idea on corporate governance of consistently enhancing our corporate value and shareholder value by carrying out fair corporate activities through highly transparent business management.
▶Corporate Governance Organization Chart
Board of Directors
The board of directors consisting of 15 directors (including two external directors) holds a regular meeting once a month and extraordinary board meetings as needed, where important matters are discussed, the business performances are reported, and necessary actions are taken promptly. In addition to two external directors, two external auditors participate in the meetings.
The Management Council holds a meeting every week in principle, excluding weeks when a board meeting is held. Management issues and the execution of business of each executive officer are reported and necessary actions are taken promptly.
Internal Audit Office
In order to improve internal audits, five internal audits directly under the Vice Chairperson are appointed and they conduct routine audits, supervise inventory review and do internal checks, etc. Auditors and an auditing firm exchange information and actively cooperate with each other and conduct audits in order to check whether corporate activities are conducted in an appropriate and efficient manner.
In January every year, the Yamada Denki Group holds a meeting to announce its management policy at the headquarters. Executive officers of Yamada Denki, representatives of respective divisions, area managers, and representatives of group companies participate in this annual meeting. The Representative Director announces the policy for the following fiscal year, representatives of group companies present their efforts and plans, and all participants share and confirm the goals to be achieved.
Fair Business Transactions
Yamada Denki aims to achieve co-existence and co-prosperity with manufacturers and other business partners based on fair business practices by maintaining sound and transparent relationships and establishing long-term relationships of trust that are beneficial to both of us.
In October 2011, Yamada Denki disclosed its Sourcing Policy to business partners and has placed even and fair business transactions as a major pillar of its CSR-focused management.
Yamada Denki has transactions with various business partners, including domestic major home appliance manufacturers and daily commodity manufacturers, as well as wholesalers. Many domestic home appliance manufacturers, in particular, have excellent expertise concerning CSR and a larger number of them have conducted advanced efforts compared with those in other industries. Yamada Denki aims to build sound partnerships with business partners based on the respective knowledge on each side, while mutually deepening understanding of respective CSR activities and sharing information on corporate social responsibility.
Currently, compliance covering the entirety of the value chain is considered to be important. Based on the Code of CSR Ethics, the Yamada Denki Group promotes compliance with environmental, social and ethical laws and regulations. Goods and services of the Yamada Denki Group are provided to customers via a number of domestic and foreign corporations, but we would like to ensure that relevant laws and regulations are thoroughly observed throughout that process and that the goods and services we provide are free from any environmental, social or ethical problems. Therefore, the Yamada Denki Group conducts a questionnaire survey once a year targeting major business partners and group companies based on the established Yamada Denki's Sourcing Policy. We are committed to continuing efforts for compliance covering our supply chain as a whole.
Recognizing compliance as a critical corporate management issue, Yamada Denki endeavors to thoroughly ensure it by holding study meetings and carrying out awareness raising activities for employees throughout the year.
To ensure company-wide awareness and practice of compliance, we have established the Compliance Committee chaired by the responsible executive director. The Compliance Committee holds a meeting every week. Based on monthly themes, the Committee identifies problems and discusses countermeasures and remediation, and takes actions as necessary.
Yamada Denki is making consistent efforts to ensure appropriate management of its large database of personal information of customers. Our headquarters has obtained the certification for Information Security Management System (ISMS) and the Yamada Denki Group as a whole has established an information management system based thereon. We also ensure that companies directly and indirectly commissioned to conduct our business operations establish a management system similar to our system by appointing managers in charge of personal information and information security.
TES Co., Ltd.
TES sets up the compliance during the use of company vehicles as one of the goals of its continued efforts. Employees often use company vehicles in their daily duties and each of them is making efforts to ensure the safety and security of local communities. Employees' high level of awareness of safety and security is maintained by the company's awareness-raising activities during morning meetings and the occasional provision of relevant information from the police. As a result, the company was able to achieve a goal of no legal violation in fiscal 2017.