Management Report
Social Responsibility at Kuraray
![[Corporate Philosophy] Respect for individuals, Cooperation in shared goals, Creation of values [Corporate Mission] We in the Kuraray Group are committed to opening new fields of business using pioneering technology and contributing to an improved natural environment and quality of life.](/en/csr/report2011/management/images/index-image-01.gif)
Kuraray's corporate philosophy is based on respect for each individual, and on using creative technological skills to produce materials that fill a need in people's lifestyles. What we value is the attempt to contribute to society.
In accordance with this philosophy, we regard it as our raison d'etre to make a proper return to society as a good corporate citizen of society and contribution to preservation of the natural environment and to sustained social advancement. We likewise believe that our social responsibility as a company lies in efforts to these ends, while respecting the interests of all of our stakeholders, meaning our shareholders, suppliers, consumers, local residents, and employees.
CSR Promotion Structure
In 2003, Kuraray instituted the CSR Committee by integration of the Philanthropy and Environment Committee and In-house Ethics Committee, and bolstered its CSR promotion structure on the Group level. Under the CSR Committee are arrayed four subordinate committees as specialized units on the management level (i.e., the Social Responsibility and Economic Subcommittee, Environmental and Industrial Safety Subcommittee, Global Warming Measures Subcommittee, and Risk Management and Compliance Subcommittee). These committees examine companywide policies and targets and report on the same to management. The theme-specific working groups making up the subordinate committees collaborate with various Group units in addressing their respective agenda based on the CSR-related policies.
Corporate Governance
We at Kuraray view corporate governance as necessary for maintenance of sound relations with our shareholders and the various other parties in society with a stake in our company. We consider it vital not only for improving our performance and assisting our sustained growth as a company but also for fulfilling our responsibility to society.
In fiscal 2003, we executed a program of reform in which we reinforced the Board of Auditors by adding more outside auditors, established the Management Advisory Council, reduced the prescribed number of corporate directors while shortening their term, and instated the executive officer system in order to separate the functions of supervision and execution. In fiscal 2008, we made further arrangements for corporate governance by appointing external members to the Board of Directors.
- The Board of Directors has a membership of ten, including two outside directors. Besides making decisions on matters of importance to management, it monitors and supervises the execution of business in accordance with the basic guidelines for internal control.
- We introduced the system of executive officers to separate the duties of management-related supervision from those of business execution. The executive officers are appointed by the Board of Directors, and some are also members of the Board who have been granted executive authority. They serve as the heads of internal companies, divisions, subsidiaries, and major functional units, and are responsible for business execution and results.
- The Board of Auditors has a membership of five, including three outside auditors. The corporate auditors attend Board of Directors meetings and other important conferences, and monitor the execution of duties by corporate directors through activities such as hearings on business execution status and audit visits to Group business locations.
- The Management Advisory Council is composed of seven permanent members, including four external ones with a wealth of experience in management and legal affairs. It offers advice to the President on matters such as Kuraray Group's management policies and important issues, business plans, succession of the President, successor candidates, and remuneration, with attention to compliance with laws and regulations, protection of shareholder interests, and management transparency.
- In June 2007, Kuraray began to implement "measures against large-scale purchases of Kuraray shares (Anti-Buyout Measures)". The general meeting of shareholders held in June 2009 approved a revision of these measures and their extension for another three years. In response to buyers who do not follow the rules or to purchasing behavior that is seriously damaging to our corporate value or the common interests of our shareholders, the Board of Directors will determine whether or not countermeasures must be taken. In making this determination, the Board will follow the prescribed procedures and accord full respect to the advice of a Special Committee composed of four members appointed from the group of outside directors and outside auditors.
Risk Management
To enhance our management structure on the Group level, we are making an overall review of and provisions for risk management. Based on the self-assessments made by the heads of divisions, plants, subsidiaries, and administrative organizations, we are identifying actual risks and having the CSR Committee (Risk Management and Compliance Subcommittee) deliberate on those judged to be major ones that could have a substantial impact on our management. In addition, our executives make their own judgments on situations as regards important business risks, determine basic Group policy for their management, and issue instructions for requisite specific guidelines. In this context, our approaches emphasize the detection of latent risks of a spontaneous nature that are both difficult to foresee and significant, and the classification and quantification of risks from a companywide perspective in order to build setups for priority countermeasures. Because the Kuraray Group has many businesses that command large shares of the market and rest on original technology, we are also integrating individual risks and reevaluating them from the standpoint of business continuity as well.
In addition, we confirm and improve the status of risk management through a variety of risk checking systems, including our security control program, environment and safety management system, and assessment of internal control related to financial statements.
We have instated a setup for the establishment of the Emergency Command Center headed by the President, for swift action in response to occurrence of any major emergency situation.
