Governance— Governance —

Corporate Governance

Basic Policy

The Company views corporate governance as the basis of company activities in ensuring transparency, soundness, swiftness, and efficiency in corporate management and business execution for all stakeholders. By ensuring appropriateness in business through initiatives to develop the internal control system, which is the basis of corporate governance, we endeavor to ensure that corporate governance functions effectively, achieve sustainable growth as a Group, and improve medium- to long-term value.

We shall endeavor to secure shareholder rights and equality.

In order to ensure shareholder rights and equality, we shall create a required environment to allow all shareholders, including minority shareholders, to exercise their voting rights, as well as properly and fairly disclose information at the appropriate time.

We shall endeavor to achieve appropriate collaboration with other stakeholders in addition to shareholders.

We aim to improve our Group corporate value by taking into consideration the benefits of various stakeholders in addition to our shareholders, and building a favorable collaborative relationship with them.

We shall endeavor to appropriately disclose information and ensure transparency.

Not only do we disclose information as mandated by laws and regulations, but we also extensively disclose information that is important to stakeholders accurately, swiftly, and in a way that is easily accessible.

We shall endeavor to properly execute the duties of the Board of Directors.

The Board of Directors is responsible for the Group’s sustainable growth and corporate value improvement through effective corporate governance, and to fulfill these responsibilities, they shall provide supervisory functions over general execution of business, and strive to make better decisions in achieving fair management.

We shall endeavor to achieve active and constructive dialogue with shareholders.

In addition to the general meeting of shareholders, we provide opportunities for dialogue with shareholders through financial briefing meetings and investor briefing meetings, along with actively providing IR information in order to deepen shareholder understanding of Group business and achieve active and constructive dialogue between the Company and shareholders.

Organizational Chart

The Company corporate governance structure diagram is as follows.

Corporate governance structure overview (diagram)

Corporate governance structure overview (diagram)


Basic Policy

To enable oversight of the Group compliance framework, the Group Compliance Committee was established, consisting of a Company Compliance Director and representatives from each Group company. The Committee meets semi-annually to share information on compliance within the Group as well as discuss important issues and form policies for each company, thereby promoting compliance across the entire Group.
Additionally, a Whistleblower Desk (Compliance Consultation Desk) was established at an outside law firm as part of the whistleblower framework for reporting violations as a way to ensure thorough compliance with laws, regulations, and the Articles of Incorporation by Directors and employees.

Whistleblower Framework

Whistleblower framework information

All companies in the VT Group have a whistleblower framework in place in order to promote compliance, and all Group employees are well informed on how to use it as a part of endeavoring to prevent, promptly detect, and correct improper activities.
Also, based on the Whistleblower Protection Policy, meticulous care is taken in handling whistleblowing so that informers are not identified or treated disadvantageously due to making a report.

(Whistleblower Protection Policy)
The Company shall not dismiss or otherwise treat the informer disadvantageously due to seeking advice or whistleblowing, and must take the appropriate steps to ensure that the informer’s work environment is not adversely affected.
The Company must maintain its information management system to ensure that information pertaining to whistleblowing is shared within the appropriate scope, that employees are well informed that they must not attempt to identify informers, and that such actions are subject to disciplinary actions.

Primary Initiatives

Compliance Consultation Desk

Compliance Consultation Desk

Goal 16: Peace, Justice and Strong InstitutionsGoal 17: Partnerships

The VT Group established a consultation desk at an outside law firm where employees can ask about legal violations at the workplace, company rule violations, etc.

New Information

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