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The basic policy of JGC's corporate governance is to continuously increase corporate value through efforts to enhance management efficiency and transparency. Gaining social trust from all its stakeholders, JGC will develop its business in harmonious coexistence with society. |
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| Corporate Governance Framework Outline |
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JGC has introduced an executive officer system, which clarifies the division of management decision-making and oversight functions from executive functions. This has further enhanced management efficiency and strengthened the Company's executive accountability system. The current implementation of the system is described below. |
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| Board of Directors |
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Headed by the Chairman of the Board of Directors, it consists of 15 directors and five corporate auditors and meets in principle twice a month. |
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| Board of Auditors |
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The Board of Auditors consists of five corporate auditors, of which three are outside corporate auditors. It meets in principle once a month. |
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| Director and Executive Officer Committee |
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The Director and Executive Officer Committee meets in principle once a month for the purposes of sharing information on management policies and status, and reporting on and confirming the execution of business operations. |
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Headed by the Chairman of the Board of Directors, it consists of directors, executive officers and corporate auditors. |
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| Management Strategy Committee |
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The Management Strategy Committee meets in principle once a week for the purposes of examining and making decisions on important matters for the management strategy of JGC and the JGC Group. |
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The Chairman Emeritus of the JGC Group heads this committee, which consists of directors, corporate auditors, and other members. |
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| Operations Steering Committee |
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The Operations Steering Committee meets in principle twice a month for the purpose of consultation and decision-making related to the execution of business operations of JGC and the JGC Group. |
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It is headed by the President and consists of corporate auditors and other members designated by the President. |
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| Nominating Committee and Assessment Committee |
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These committees meet in principle once a year for the purpose of strengthening fairness and transparency regarding the appointment and compensation of executive personnel. |
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Independent Auditor |
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The certified public accountants (CPAs) who have audited JGC's accounts are Makoto Ishikawa, Kazutoshi Isogai, and Yoshihisa Uchida of KPMG AZSA LLC. Four other CPAs and seven other individuals assist with these audits. |
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| Status of the Internal Control System and Risk Management System |
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JGC has established an Internal Auditing Office and a Legal & Compliance Office to adequately implement and operate its internal control system. Group Management Regulations instituted for Group member companies are also applied.
 JGC has established a Risk Management Committee as part of a comprehensive Risk Management System designed to systematically identify corporate risks. A Security Management Section has been established for crisis management.
To provide examples of efforts undertaken in recent years, the status of activities of the Legal & Compliance Office, Business Continuity Plan (BCP), and the Security Management Section is presented below. |
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| Legal & Compliance Office |
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The Legal & Compliance Office was established in 2002 for the purpose of supporting fair and transparent corporate activities based on strict compliance and corporate ethics. Specifically, the Legal & Compliance Office plans and implements education, training, audits, and awareness surveys related to compliance education activities, institutes compliance programs, and supports guidance for improvements in Group companies.
Internal training programs include (1) new employee training, (2) e-learning, (3) training by hierarchical level, and (4) special courses, among others. In addition, active information disclosure and educational activities are implemented for employees, with compliance-related contents published on the company intranet. |
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