Corporate Governance

Approach

Nippon Sheet Glass Group (the "NSG Group" and the "Group") believes that achieving and maintaining an advanced level of corporate governance is a key management agenda. We have created and adopted "NSG Group Corporate Governance Guidelines", supporting and endorsing the spirits and principles of Corporate Governance Code provided by Tokyo Stock Exchanges.

These Guidelines are intended to define and embed the basic principles and framework of our corporate governance in the organization. To further secure such purposes the Group has also adopted a self-disciplinary approach for the Guidelines which, among others, requires it to give a reasonable account to our shareholders if the Group should proceed with any actions deviating from these Guidelines.

Please refer to the "NSG Group Corporate Governance Guidelines".

The Group considers achievement of an advanced level of corporate governance a key management objective and will implement the following.

(1) Organizational structure

  • The Group's ultimate parent company, Nippon Sheet Glass Company, Limited will adopt a Company with Three-Committee structure and the Company hence will establish and maintain the Board of Directors (the "Board"), the Nomination Committee, the Audit Committee, the Compensation Committee (individually referred to as the "Committee") and office of Executive Officers.
  • The Board will authorize the Executive Officers to make decisions on the execution of businesses for the Company within the scope as permitted by law, thereby facilitating separation between business execution and oversight, enhancing the transparency of the management processes and strengthening the Board supervisory function over the executive management.
  • The Company will establish and maintain an internal control system operating on a Group-wide basis including in relation to financial reporting (J-SOX).

(2) Stakeholders Communication

  • The Group aims to be judged by as best in class by our many stakeholder groups in a variety of settings across the whole group (including shareholders, customers, suppliers and local communities) from their own perspectives and also will develop, maintain and enhance good relationship with any of such groups.
  • In relation to the matter of disclosure of corporate information whether or not it is to be made according to legal requirements, the Group always aims to act in a timely and appropriate manner both in terms of the substance and form, with a view to maintaining and invariably enhancing transparency of management of the Group.

(3) Code of Conduct

  • The Group will, in order to materialize those values, create the NSG Group Code of Ethics whichall entities and employees etc of the Group must comply with and will be regularly reviewed in light of the status of implementation/embedding within the Group and the contents.