Governance

In line with our corporate philosophy of “Contribution to society and the public, and sound management,” the YBHD Group aims to make a positive contribution to society by carrying out “monozukuri” manufacturing with integrity and by providing high-quality, safe social infrastructure.

Utilizing the YBHD Group’s wealth of human talent and high-level technological capabilities to realize sustainable growth and enhance corporate value over the medium to long term has won us the trust of our stakeholders.

In continuing to implement our corporate activities going forward, while remaining aware of our responsibilities as a good corporate citizen, complying with laws, regulations, social norms, etc., and earning the trust of the people who work for us, we will strive to make ourselves an enterprise that helps people to live with safety and peace of mind. To achieve this, we will work to enhance corporate governance based on the five basic policies below.

①Respecting shareholder rights and ensuring meaningful shareholder equality.
②Striving to engage in appropriate consultation with shareholders and other stakeholders.
③Disclosing corporate information in an appropriate manner and ensuring transparency.
④Ensuring that the Board of Directors fulfills its roles and responsibilities appropriately, and implements transparent, responsive decisionmaking.
⑤Striving to engage in constructive dialog with shareholders regarding the company’s strategy for long-term, stable growth.

YBHD is a company with a Board of Directors, an Audit and Supervisory Committee, and a Financial Auditor. Within the YBHD Group, a group-wide risk management system, compliance system and internal auditing system have been established, and Group governance is performed on a group-wide basis.

In addition, Outside Directors oversee and audit the Board of Directorsʼ decision-making process and the manner in which Directors fulll their duties.

Furthermore, with regard to the Groupʼs business operations, by requiring operating companies to seek prior approval for major decisions and provide periodic progress reports on the state of implementation, we are able to implement operational management in a way that effectively coordinates the activities of each operating company, while striving to further the development of the Group as a whole and to enhance corporate value.

Additionally, by having Directors of YBHD, the Groupʼs holding company, serve concurrently as Presidents of Group operating companies, we are able to achieve appropriate management in which operating company Presidents are more aware of their responsibility to shareholders, also allowing us to pursue synergy.

The Board of Directors meets, in principle, on a monthly basis to carry out decision-making in relation to Group management. The Board formulates the Group’s overall operational strategy and plans, evaluates performance implementation, reviews, and makes decisions regarding important managerial matters at operating companies and other important operational issues, and oversees individual Directors’ fulfillment of their duties.

Some of YBHD’s Directors also serve concurrently as the Presidents of Group operating companies. In addition, Presidents of Group operating companies who are not YBHD Directors are present at YBHD Board meetings. Furthermore, the Board’s Outside Directors have the status of independent corporate officers in accordance with Tokyo Stock Exchange (TSE) regulations.

To help ensure that the company’s operations proceed smoothly, the Management Committee, whose membership comprises all Board members other than Outside Directors, as well as Executive Officers, and the Presidents of operating companies, meets, in principle, once a month, to receive and deliberate on reports regarding important managerial matters at individual operating companies and other important matters relating to the implementation of business activities.