Nurturing a culture of trust
Corporate ethics and compliance with the law

Basic Approach to Corporate Governance

Haseko Corporation has made it a basic policy of its corporate management to contribute to society and win society's confidence through its business operations that put customers first. The Company has also positioned reinforcement of corporate governance as one of its utmost management priorities as it recognizes that it is indispensable to secure management transparency and objectivity for maximizing corporate value in a stable manner over the long term and ensuring shareholders’ interests.
As part of its effort to achieve sustained growth and enhance corporate value over the medium- to long-term, the Company has formulated its “Basic Policy on Corporate Governance” and posted it on its website.

Related Information

• Corporate Profile: Corporate Governance

Company Institutions

Haseko Corporation has adopted an auditor system as a corporate institution. The Board of Directors of Haseko Corporation serves as the institution where directors with expert knowledge and experience in various business sectors conduct decision-making on managerial issues and supervise execution of duties of other directors. As for monitoring of management operations, the Company’s system provides the Board of Auditors, the majority of which are outside auditors, with the monitoring function from an objective and neutral standpoint from outside through implementation of audits. On top of these functions, starting in June 2016, Haseko appointed outside directors with abundant experience and track record to occupy at least one third of the Board of Directors, so that they shall provide appropriate opinions and advice in order to further activate discussions at the Board of Directors and enhance the function to monitor business management. With this system in place, we are making efforts to build an optimum system for the Company, taking into consideration the balance between the operation of the Board of Directors and the monitoring functions. In addition, the appointments of both inside directors and outside directors include a woman respectively, and we are continuing to work towards ensuring the diversity of the Board of Directors.

Decisions on certain matters authorized by the Board of Directors are made by the Management Council, Business Operation Council, and Technology Operation Council, each of which limits the participation of directors to a certain extent. In doing so, we have developed a system to separate the functions of decision-making and supervising such decision-making, so that each director can supervise the execution of duties by other directors. In addition, the Management Council is also responsible for the function of discussing in advance the important issues to be decided by the Board of Directors.

Diagram of company institutions and internal governance

Details of Company Institutions

• The Board of Directors holds regular meetings once a month and extraordinary meetings as necessary, and is responsible for important decision-making and regular reports on matters related to management. In addition, operating officers make reports on business operations on a regular basis to the Board.
  The “Regulations of Board of Directors” stipulate that a director who has a special interest in a resolution of the Board of Directors may not participate in said resolution. Furthermore, these regulations stipulate that any business which may cause a conflict of interest between the Company and directors, including directors conducting business with competing entities, business involving the Company and directors, business involving the Company with the director acting as a third party, and any debt guarantees provided for directors, shall be subject to the approval of the Board of Directors.
• The Nomination and Remuneration Committee is an advisory body for the Board of Directors, in order to secure objectivity, transparency, and fairness of the procedures related to the nomination, remuneration, etc. of directors and enhance corporate governance. The committee comprises all independent Outside Directors and an equivalent or below number of Representative Directors, etc.
  The Nomination and Remuneration Committee met 4 times in fiscal 2023 with all members (comprising 2 Inside Directors and 5 Outside Directors) in attendance.
• The company has established the Management Council and two operation councils - the Business Operation Council and the Technology Operation Council - to facilitate prompt and flexible decision-making on matters related to daily business operations to the extent they are authorized by the Board of Directors. Participation of directors in the Management Council and the two operation councils are limited to a certain level, so that the functions of decision-making and supervising such decision-making are divided and clarification is made for the responsibilities and authority for these functions. Moreover, the Management Council is responsible for the function of discussing in advance the important issues to be decided by the Board of Directors.
• The Risk Management Committee is held once every quarter and on an ad hoc basis as necessary whenever any material risk has arisen. It examines and determines the establishment, amendment or abolishment of internal rules on risk management and risk prevention plans, etc., and discusses and decides on the implementation policies and specific measures for risk management, among other things.

List of Directors and Corporate Auditors

For a list of Directors and Corporate Auditors, please see About HASEKO > Management Team.
For the independence criteria for outside officers, please see the appendix of Basic Policy on Corporate Governance.

Appendix of Basic Policy on Corporate Governance: Independence Criteria for Outside Officers [PDF: 13KB]

Related Information

• About HASEKO: Management Team
• About HASEKO: Corporate Governance

Training for officers

The Company has put in place an education system for Directors, Corporate Auditors, Operating Officers, other officers and employees to provide education and training relevant to their positions.
For Directors and Corporate Auditors, the “Basic Policy on Corporate Governance” stipulates that “the Company will organize programs that offer seminars, etc., for acquiring essential knowledge and information, offer and help find training opportunities, and provide relevant financial support,” and in accordance with this policy, the Company pays the costs of seminars and other programs in which Directors and Corporate Auditors have participated for self-development.
For Outside Directors, the Company provides an orientation program soon after they take office, where representatives from each department of the Company’s Corporate Management Division and each of the other divisions as well as from Group companies join to make presentations about businesses, operations, the Company’s current status and major issues facing the Company. In addition, the Company also offer them opportunities to visit the Company’s facilities and construction sites to promote their understanding of the Company’s businesses and individual projects. For Outside Corporate Auditors, the Company provides various reference materials about the Company, while also inviting them to participate in some of the visits to the Company’s facilities and construction sites, to help deepen their understanding of the Company’s businesses.
For operating officers as well as department managers and higher-level managers, the Company provides its “Executive Leader Development Program,” a training program that includes, among others, a “New Managing Executive Officer Training Course,” “New Officer Training Course,” “School of New Corporate Management,” and “Corporate Management Course.” The Company ensures that these training courses not only cover knowledge essential to their current positions, but also include knowledge necessary for Directors and Corporate Auditors, with the aim of nurturing future candidates for Director and Corporate Auditor.

(3) Evaluation Results and Future Response

The questionnaire regarding the effectiveness of the Board of Directors in fiscal 2023 and the deliberations at the Board of Directors meeting confirmed the following details on the effectiveness of the Board of Directors.
(i) Evaluation Results

• In fiscal 2023, the fourth year of the medium-term management plan, the Board of Directors held active discussions on specific business issues as well as on responding to various changes in the environment surrounding society in order to achieve the goals of the management plan.
• Active deliberations were held, including multiple discussions to decide on policies for high-risk projects.
• Multi-faceted discussions were held regarding important issues, etc., by making separate opportunities from the Board of Directors to exchange opinions.
• Reports were also made on a regular basis on future-oriented initiatives related to DX, and meaningful exchanges of opinions were conducted.
• In response to changes in the environment surrounding society, active discussions were held on CSR policy, climate change response, human rights policy, harassment, etc., in order to reach a higher level.

As a result of the above analysis and evaluation, we have confirmed that the effectiveness of the Board of Directors has been sufficiently ensured.
(ii) Future Response

• To further improve the effectiveness of the Board of Directors, we will strive to stimulate discussion at the Board of Directors meetings from a medium- to long-term perspective in response to the key strategies set forth in the medium-term management plan.

Executive Remuneration

(1) Matters regarding the policy for determination of remuneration, etc. of individual directors
(i) Method for determining the policy for determining remuneration
The basic policy for remuneration of Directors is stipulated in the Basic Policy on Corporate Governance, which was revised by the resolution of the Board of Directors in March 2022. In accordance with the Basic Policy on Corporate Governance, the remuneration of Directors is determined by resolutions of the Board of Directors based on the criteria for payment of remuneration of Directors prepared by the President in consideration of discussions at the Nomination and Remuneration Committee, which is comprised entirely of independent Outside Directors as well as Representative Directors, etc., numbering not more than the independent Outside Directors.

(ii) Summary of policy for determining remuneration of individual Directors, etc.
(a) Remuneration structure
　・Directors’ remuneration consists of basic remuneration (fixed remuneration) and performance-linked remuneration.
(b) Basic remuneration
　・Basic remuneration is a fixed, standard amount determined based on the Director’s position and paid once a month.
　・The amount of basic remuneration is determined based on a comprehensive consideration of the position, duties, and term of office of each Director, taking into consideration the Company’s business performance, the level of employee salaries, and the level of remuneration of directors at comparable companies.
(c) Performance-linked remuneration
　・Performance -linked remuneration consists of executive bonuses and stock remuneration. This system makes adjustments according to business performance, with the purpose of offering incentives for achieving business plans and increasing corporate value.
　・Because the medium-term business plan sets consolidated ordinary income as a specific numerical target, the achievement status of the consolidated ordinary income relative to the initial forecast as of the beginning of each fiscal year is used as a performance-linked indicator.
　・In principle, outside directors and corporate auditors are not eligible for performance-linked remuneration.
(Formula for calculation of executive bonuses)
　・Amount of bonus = Standard amount based on position × Performance coefficient (0 to 8.4) + Director’s allowance
　・The performance coefficient is determined based on actual consolidated ordinary income compared to the target consolidated ordinary income set in the business plan and compared to the previous year’s performance. For directors at the level of executive operating officers and lower, the performance of the divisions they are responsible for is taken into account.
　*Bonuses are determined based on the position of each Director at the end of the fiscal year under review and paid annually, generally after the Ordinary General Meeting of Shareholders held in June.
(Formula for calculation of stock remuneration)
　・Points awarded = Amount of bonus x 0.3/book value of BBT (Board Benefit Trust) per share
　*Determined with reference to position held as of the end of the fiscal year in question, and generally awarded on June 1 every year.
　*Upon retirement, the total number of points accumulated as of the retirement date are exchanged for company stock and delivered to the director, at the rate of one stock per point.
(d) Ratio of basic remuneration to performance-linked remuneration (executive bonuses and stock remuneration)
　・The ratio of basic remuneration : executive bonuses : stock remuneration is approximately 59:31:10. The ratio of basic remuneration: performance-linked remuneration for directors (excluding outside directors) is determined based on a fixed formula in accordance with a structure that allows for adjustment commensurate with business performance.

(2) Reasons that the Board of Directors has judged that the remuneration of individual Directors is determined in compliance with the policy
The remuneration of individual Directors for the fiscal year under review has been determined by the resolution of the Board of Directors based on the policy for determination of remuneration of individual Directors, etc., stated above in consideration of discussions at the Nomination and Remuneration Committee, which is comprised entirely of independent Outside Directors as well as Representative Directors, etc., numbering not more than the independent Outside Directors. Therefore, the Company believes that it is in compliance with the said policy.

(3) Matters regarding the resolution of the general meeting of shareholders on remuneration of Directors and Corporate Auditors, etc.
It was resolved at the 91st Ordinary General Meeting of Shareholders held on June 27, 2008 that the monetary remuneration of Directors shall be a maximum amount of 700 million yen per year (provided that, of the 700 million yen, 200 million yen shall be paid as bonuses for Directors on the condition that dividend of surplus is paid on common stock). The number of Directors was 12 at the time of closing of the 91st Ordinary General Meeting of Shareholders. It was also resolved at the 100th Ordinary General Meeting of Shareholder held on June 29, 2017 that, separately from the above maximum amount of monetary remuneration, a performance-based stock compensation scheme for Directors (excluding Outside Directors) shall be introduced as a measure to help enhance the Company’s business performance and corporate value over the medium- to long-term and that a maximum amount of 320 million yen shall be contributed to the scheme for every five fiscal years. In addition, it was resolved at the 104th Ordinary General Meeting of Shareholders held on June 29, 2021, that the scheme shall be reset with the additional condition that the maximum number of shares to be repurchased every five fiscal years shall be 360 thousand shares. The number of Directors (excluding Outside Directors) was 8 at the time of closing of the 100th Ordinary General Meeting of Shareholders and 8 at the time of closing of the 104th Ordinary General Meeting of Shareholders.
More recently, it was resolved at the 107th Ordinary General Meeting of Shareholders held on June 27, 2024 that the limit of monetary remuneration of directors be raised by 200 million yen to a maximum of 900 million yen per year (provided that 400 million yen of the 900 million yen shall be paid as bonuses for directors on the condition that dividends of surplus are paid on common stock). The number of directors was 12 at the time of closing of the 107th Ordinary General Meeting of Shareholders.
It was resolved at the 77th Ordinary General Meeting of Shareholders held on June 29, 1994 that the monetary remuneration for Corporate Auditors shall be a maximum amount of 100 million yen per year. The number of Corporate Auditors was 4 at the time of closing of the 77th Ordinary General Meeting of Shareholders.

(4) Total amount of remuneration, etc., of officers for fiscal 2023, etc.

This table can be scrolled

(Note) 1. The Company has introduced stock remuneration through a trust established in accordance with the “Board Benefit Trust (BBT),” which in principle grant the Company’s stocks to the Group’s officers at the time of retirement. The amount of stock remuneration is an amount equivalent to the stock remuneration expensed for the fiscal year under review based on the scheme.
　　　2. For the performance indicators used as a basis for calculation of the amount or the number of performance-linked remuneration, the Company applies the level of consolidated ordinary income for the fiscal year under review as compared to the forecast at the beginning of the year and change in consolidated ordinary income from the previous fiscal year as the Company has designated consolidated ordinary income as a specific target in the medium-term management plan.
　　　3. The remuneration of Corporate Auditors is determined based on discussions between the Corporate Auditors and does not exceed the maximum amount determined by the resolution of the General Meeting of Shareholders.

Cross-Shareholdings

In the case where holding shares of our business partners will help facilitate the operation of business, Haseko’s policy is to hold shares as cross-shareholdings in accordance with the “Guidelines for Asset Acquisition in Facilitating Transactions” that is separately prescribed.

The guideline states that the total book value for assets acquired shall be about a prescribed amount of the consolidated net assets.

Haseko examines cross-shareholdings individually in terms of medium- to long-term economic rationale and future projections annually at a Board of Directors meeting, and if any shares are determined to be without merit in holding, then those shares will be reduced or otherwise reconsidered. The Board of Directors confirms the status in transactions for the businesses relevant to the cross-shareholdings once every year, including annual amounts of orders received and purchase amounts for those businesses to deliberate the feasibility of continuing shareholding.

Number of issues and amount recorded in the balance sheet (as of March 31, 2024)

This table can be scrolled

(Issue for which number of shares increased in fiscal 2023)

There are no relevant matters.

(Issue for which number of shares decreased in fiscal 2023)
There are no relevant matters.

Status of Audits

Status of audits by corporate auditors
Haseko Corporation is a company with the Board of Corporate Auditors. It consists of five corporate auditors, of which two are full-time and three are outside, and meets once every month and on an ad hoc basis as necessary.
The two full-time corporate auditors cooperate with each other to conduct audit activities including an audit of the Company’s internal control system. More specifically, the corporate auditors attend the Management Council, Business Operation Council, Technology Operation Council, Risk Management Committee, and other important meetings, observe internal audits, interview directors and other officers and employees about the status of business operations as necessary, and inspect approval documents, minutes, meeting materials, and reports, among others. The corporate auditors also hold a Group Corporate Auditors’ Liaison Meeting to cooperate with Group companies’ corporate auditors.
In accounting audits, all the corporate auditors meet with Ernst & Young ShinNihon LLC., the accounting auditor of the Company, to receive the explanations of accounting audit plans, quarterly reviews, and accounting audit reports from the accounting auditor. As necessary, the full-time corporate auditors interview the Accounting Department and the accounting auditor.

Status of internal audits
In internal audits, the Internal Auditing Department comprised of 10 members conducts internal audits of information management, risk management, etc. and assesses internal control over financial reporting. Whenever internal control issues are found in an accounting audit, information on the issues is communicated to each division, and improvements to resolve the issues are considered. At the same time, as part of the assessment of internal control, the Internal Auditing Department obtains the information, gives feedback to each division, and monitors the progress of improvements made in each division. The Internal Auditing Department also reports the status of such improvements to the President, the Board of Directors, corporate auditors, and the accounting auditor.
Further, the Internal Auditing Department carries out such activities while reporting the status of them to corporate auditors as appropriate in order to coordinate the roles of internal audits with the roles of audits by the Board of Corporate Auditors and ensure consistency between these roles. Corporate auditors observe internal audits, receive the reports of internal audit results, and exchange information about in-house status with the Internal Auditing Department as appropriate.

For the status of audits, please see the Annual Securities Report.
The periodic rotation and re-engagement of financial auditors are enacted as follows, pursuant to the presiding regulations for audit corporations in accordance with the Certified Public Accountants Act and other relevant legislation.
‧The lead engagement partner may not re-engage with the Company once he/she has exceeded a term of five consecutive accounting periods.
‧Other engagement partners may not, after having engaged with the Company for seven consecutive accounting periods, re-engage with the Company again for five consecutive accounting periods.

Financial Report 2024 [PDF：727KB]

Basic approach and policy (Haseko Group Code of Conduct)

With the recognition that intensive compliance is indispensable for the continuity of a corporation, the Company established the Haseko Group Code of Conduct, under which Haseko has been working to establish a management system where all directors, operating officers, and staff respect societal standards and take sensible courses of action in keeping with their duties as members of society, as well as complying with all laws and regulations both in Japan and abroad, and the Company’s articles of incorporation, so that the Company can win the confidence of society.
The Company regularly reviews the Code of Conduct for relevancy and effectiveness and revises it as needed.

Major points of the “Haseko Group Code of Conduct”

• Behave with common sense and responsibility / obey laws and regulations / respect human life / honor human rights / prevent risks
• Obey industry laws / observe thorough quality control / ensure complete safety management / raise customer satisfaction / obey laws such as the Antimonopoly Act / prevent unfair competition / prevent infringement upon intellectual property rights / prevent bribery and corrupt practices / make proper donations and political contributions / conduct sound accounting procedures and tax processing / disclose management information / sever ties with anti-social forces
• Develop new technology, products, and services / develop and improve products and services to fulfill customer needs / conduct environmental protection activities / contribute to society
• Management and proper use of corporate assets/management of company information/management of personal information/protection of intellectual property rights/operation of information systems
• Foster a positive workplace / comply with labor-related laws and regulations / prevent labor-related disasters and preserve the work environment / prohibit harassment / prohibit political and religious activities
• Prohibit the provision of profits related to the exercising of shareholder rights / prohibit conflict of interest / prohibit insider trading / prohibit breach of trust / prohibit any other form of fraudulent activity

Haseko Group Code of Conduct [PDF：112KB]

System for Promoting Compliance

The Compliance Office, established in the Risk Management Department as a department responsible for instilling the Code of Conduct across the Group and advancing compliance efforts, works to enhance the Group’s compliance.
In addition, pursuant to internal rules and regulations on internal audits, the Internal Auditing Dept., which is under the direct control of the President, investigates and evaluates whether activities of all divisions, including Group companies, conform to laws and regulations, the Articles of Incorporation, the Company's rules and regulations, corporate policies, etc. and whether they are reasonable, and works to make improvements based on the results. The frequency of audits is determined based on risks. Audits are implemented at least once every three years for major divisions and Group companies.
If there is any act violating the Code of Conduct that causes concern that it might produce a material effect, it will be reported to the President, and officers in charge of risk management will make an investigation. As needed, the Compliance Committee chaired by officers in charge of risk management or the President of the Company is convened to work to resolve it through such actions as examining circumstances, analyzing causes, identifying remedies, investigating whether there are any similar events, devising measures for preventing recurrence, and sharing the results in the Company and across the Group.

System for Promoting Compliance

Roles of the Compliance Department
(i) Address requests for consultation concerning compliance
(ii) Investigate violations by officers and employees of the Code of Conduct and give corrective instruction
(iii) Communicate information concerning compliance
(iv) Promote education, awareness raising, etc., regarding compliance

Promotion of Compliance

Internal Whistleblowing System

The Haseko Group has set out the “Haseko Group Whistleblower Protection Rules” pursuant to the Whistleblower Protection Act and relevant laws and regulations. In addition, the Company has established an office in the Compliance Department of the Risk Management Department, as well as in a law firm as an external contact, dedicated to receiving public-interest whistleblowing reports by officers and employees and requests for consultation regarding harassment and compliance issues in general (including issues concerning the prevention of corruption such as graft and bribery). The reports and requests may be filed anonymously. The Company has put in place a system for protecting whistleblowers and preserving their anonymity and created an environment where employees feel free to file a report or request consultation in order to ensure that any wrongful act or misconduct be immediately detected and corrected.

Prevention of Bribery and Corruption

The Haseko Group endeavors to ensure compliance and to prevent bribery and corruption.
The “Haseko Group Code of Conduct” stipulate measures for preventing bribery and corruption, and in accordance with the standards, the Company has taken actions, such as distributing “Haseko Group Compliance Book” to all officers and employees and offering e-learning programs.
For relationships with public employees and the like, while the Company believes that, overall, its exposure to the risk of bribery, etc., is not so high because the construction projects in which the Group is engaged are mostly private-sector projects, the Company, as part of risk prevention efforts, has implemented in high-risk departments a system in which the self-checking function autonomously works. How this checking function is working is examined in internal audits.
For relationships with business partners, the “Purchasing Business Regulations” prohibit departments involved in purchasing, which have many opportunities for negotiation, from using their status or authority within the company to seek personal benefits from business partners. Moreover, we have concluded memoranda with major business partners related to the elimination of fraudulent activity by employees of the Company and reporting via our internal whistleblowing system.
We have also taken the following measures to prevent bribery and corruption.
• The “Haseko Group Code of Conduct” stipulate that we will endeavor to engage in proper accounting and taxation treatment. Having established frameworks and procedures accordingly, we strictly ensure proper treatment.
• Having established the “Regulations on Confirmation (of Individuals) at the Time of Transactions” based on the “Act on Prevention of Transfer of Criminal Proceeds,” we thoroughly take measures such as confirmation at the time of transactions and the reporting of suspicious transactions to prevent the transfer of criminal proceeds. We also prepare “evaluation sheets on the risk of transfer of criminal proceeds” (revised as necessary) to analyze the risk of transfer of criminal proceeds based on classifications such as the products or services handled, the form of transaction, counterparty attributes, etc., and make related departments broadly aware of money laundering risks and thorough compliance with the “Act on Prevention of Transfer of Criminal Proceeds.”
We review our assessment of bribery and corruption risks each fiscal year, in the same way as for other risks, as part of the risk prevention efforts implemented by the Group. In addition to revising the content of our countermeasures as necessary based on the results of this assessment, we boost their effectiveness through confirmation as part of internal audits.
We also request that all business partners (not only suppliers but also subcontractors, agents, and others) comply with the “Haseko Group CSR Procurement Guidelines,” which include provisions such as the prohibition of bribery. In addition, we obtain signed agreements from main business partners expressing a commitment to follow these guidelines (similar agreements are obtained from new business partners when they commence transactions) and implement questionnaires on the results of self-assessment by business partners concerning their compliance with each item in the guidelines to check whether there are any issues.

Corruption-related fines and penalties

The Haseko Group was not subject to any fines or penalties for legal or regulatory violations related to corruption in fiscal 2022.

Excerpts from the Haseko Group Code of Conduct

Elimination of anti-social forces

The Company has no relations with anti-social forces or groups that threaten the order and security of civic life, and will cope with such anti-social forces and groups systematically, and with an adamant and resolute attitude.
The “Haseko Group Code of Conduct” also stipulate to that effect, and the Company has distributed the “Haseko Group Compliance Book” to all officers and employees, and has offered e-learning programs to ensure the elimination of anti-social forces.
In addition, as part of risk prevention efforts, the Company has embedded in the Group-wide operation flow the steps of confirming before starting a transaction that the counterpart is not part of anti-social forces and incorporating the “anti-social force clause” into contracts and equivalent documents, and has made these steps mandatory.

Excerpts from the Haseko Group Code of Conduct
3. Sound and sincere business activities
(12) Rejection of relations with anti-social forces
The Company rejects any unjust demand from anti-social forces and makes no transaction with companies relating to anti-social forces. In addition, the Company may not use anti-social forces for any reason.

Prevention of harassment

The Haseko Group believes that preventing harassment is essential to achieving a favorable working environment in which everyone in the workplace can demonstrate their ability while respecting personality and values with one another.
To prevent harassment, the Company has set out “Prohibition of Harassment” under the “Haseko Group code of conduct” and its “Employment Regulations,” and has ensured to keep everyone informed thoroughly about acquisition of correct knowledge of harassment and the way how to respond to harassment if it occurs in the workplace, by sending information through the intranet, implementing e-learning education, and holding seminars, continuously.
In addition, to make the Group’s policy for harassment even clearer, the Company has established the “Haseko Group Harassment Prevention Rules” which applies to Group officers and employees, temporary employees, employees of contractors, and all who are engaged in the operation of the Haseko Group.The Company will work to ensure the objectivity and adequacy of the Group’s measures regarding harassment by establishing and implementing procedures for addressing harassment in the workplace (flow for collection, review, and judgment of harassment cases) in the rules.
In November 2023, training sessions were held for the members of management of all Group companies, which included training on how to respond in the event that harassment occurs in the workplace.

Information security and protection of personal information

Rules and regulations on information management

Related information

• Policy for handling personal information (Japanese Only)

Responsible Advertising and Publicity

Basic approach and policy

The Haseko Group has set out the “Haseko Group Risk Management Policy” with the aim of properly managing various internal and external business risks associated with its operations and continuing to maintain and enhance its corporate value. The Company has put in place its Risk Management System, and has ensured that rules and measures under the policy are known and implemented by all Haseko Group officers and employees.

Risk Management System

The Haseko Group has adopted a risk management system in which the President of Haseko Corporation serves as Chief Officer to implement the “Haseko Group Risk Management Policy.” The Company has also appointed a Chief Risk Management Officer, who is responsible for overall risk management, including risk prevention and crisis response across the Group, and officers in charge of risk management, who are responsible for leading risk management in each operating division of Haseko Corporation and the Group companies. In addition, the Company has appointed risk prevention activity promotion officers who are responsible for promoting risk prevention activity in each division of the Group.
In addition, each Group company has its risk management department, which makes advice and recommendations regarding the formulation and implementation of Group-wide measures for promoting risk management and monitors the progress of these measures.
The Company has also established the “Risk Management Committee” under the chairmanship of the President of Haseko Corporation. The committee meets once every quarter, while convening an extraordinary meeting as needed when a serious risk event occurs, and works to collect, analyze, assess, and address risk events across the Company. The results of discussions of the “Risk Management Committee” are reported as needed to the Board of Directors, which assesses and oversees the implementation and effectiveness of the Risk Management System.

Risk Management System

Promotion of risk prevention efforts

To prevent risk events, the Haseko Group is promoting risk prevention efforts, from identifying and assessing risks, formulating plans for countermeasures, and implementing risk mitigation measures, to internal auditing and reporting.
The Company seeks to continue to improve and raise its performance by using the PDCA cycle in these risk prevention efforts.

Plan: Identifying new risks, formulating measures for new risks, and reviewing measures for existing risks
Do: Implementing measures
Check: Checking (progress in implementing measures and the effects, etc.) via internal auditing, etc.
Action: Reviewing measures and making revisions, etc., as needed

Business Continuity Plan (BCP)

The Haseko Group has formulated a “Business Continuity Plan” with the aim of establishing a mechanism of clarifying operations of Group companies in the event of a major earthquake and other natural disasters, ensuring the safety of “housing” provided by us, preventing the suspension of operations or in the event that they are suspended, enabling the resumption of operations within the shortest possible time, as well as promptly preserving offices and tasks after ensuring the safety of employees and their families, enabling employees engaged in restoration activities and restoration support to take action autonomously.
The “Business Continuity Plan” stipulates that it shall be triggered by the authority of the head of Group Control Headquarters in the event where large earthquakes with a seismic intensity of upper 5 are observed at an earthquake observation point of the Japan Meteorological Agency at the Haseko Group’s business bases (earthquakes below the reference seismic intensity are not excluded depending on the degree of the damage, etc.), and also in the event of natural disasters other than earthquakes (including storms, heavy rain, heavy snow, floods, high tides, tsunamis, eruptions, etc.) if the damage is significant. In the event of an emergency, the Company will set up a Group Control Headquarters and a Group Control and Support Headquarters in Tokyo or Osaka and a Regional Control Headquarters in the Tokai and Kyushu areas, while each Group company will set up a control headquarters.