Corporate Governance

Corporate Governance

FUSO CHEMICAL defines the fundamental elements relating to corporate governance as set forth below. Based on these fundamental elements, we are working to fulfill our social responsibilities to all stakeholders, maintain sustained corporate growth, and enhance our enterprise value.

■ Basic Stance
Information is shared at meetings of the Board of Directors as well as at management meetings attended by individual directors, executive officers, and heads of our consolidated subsidiaries, to supervise actual management execution. Auditors are also present at numerous meetings to ensure that supervision of management execution is carried out effectively. In addition, to enhance the transparency of our management, we strive to disclose information with appropriate timing and engage in IR activities to promote communication with stakeholders, including shareholders.

■ Corporate Governance report（updated: July 1, 2023）
Please click here (PDF)

■ Corporate Governance Guideline（updated: July 1, 2022）
Please click here (PDF)

■ Board of Director Effectiveness Evaluation（updated: July 1. 2023）
Please click here (PDF) for details concerning the Board of Director Effectiveness Evaluation.

Basic Policy

Basic Policy

1. Guarding shareholder rights and equality
To guard the rights of its shareholders effectively, ensure that they are capable of exercising those rights, and to ensure equality between shareholders effectively, the company strives to disclose information promptly through its website and other channels, hold shareholder meetings at appropriate times and locations, avoid funding policies that could infringe on the rights of existing shareholders, and monitor transactions with related parties.

2. Appropriate collaboration with non-shareholder stakeholders
The company is aware of its responsibilities to society, and strives continuously to enhance its medium- to long-term enterprise value. Since the company was established in 1957, the company has placed an emphasis on trust at the core of its management credo. We have strived to build cooperative relationships and to be trusted by all stakeholders. While the company is proud of its history to date, it will not rest on its laurels but always keep its eyes on the future, and by continuing to emphasize the importance of trust through its activities, strive to create continuous growth and new enterprise value.

3. Promotion of appropriate disclosure and transparency
For the company to be trusted by its stakeholders, including its shareholders and investors, and to build sound collaborative industrial relationships, we will engage in active information disclosure, financially-related or otherwise. Based on this policy, the company will strive to disclose accurate information through its website and other channels.

4. Board of Director and management obligations
The company’s Board of Directors make decisions concerning corporate strategy and other matters. Executive Directors then carry out the execution of these decisions. In addition, the company has established rules applying, for example, to the Board of Directors, business allocation, and management authority. By clarifying responsibilities and authority for each level in the company, including directors, for and each organization, we have built an environment that limits risk-taking to appropriate levels. The company maintains a highly effective oversight structure with respect to the Board of Directors. Meetings of the Board are attended by external directors, including independent external directors, and external auditors, including independent external auditors.

5. Dialog with shareholders
The company undertakes to engage in dialog with shareholders and investors. Every half year, the company holds business result briefings for its institutional investors and visits their premises. In addition, we strive to accommodate shareholders and investors wishing to meet with management one on one. Concerns and requests from shareholders and investors are monitored by the director with IR responsibilities, and these are reported to the Board of Directors as input to management.

50 candidate companies for the Tokyo Stock Exchange’s Corporate Value Improvement Award

FUSO CHEMICAL CO., LTD. is one of 50 companies designated by the Tokyo Stock Exchange as candidates for its Corporate Value Improvement Award. The award recognizes companies with management structures that, for example, ensure management based on awareness of the company’s cost of capital, practice management to enhance the company’s enterprise value from the vantage point of investor interests, and have achieved a certain level of business performance.FUSO CHEMICAL was one of 50 companies selected by the Tokyo Stock Exchange from among approximately 3,600 listed companies.

Reference: For details concerning the 50 candidate companies for the 7th Corporate Value Improvement Award, please see the Tokyo Stock Exchange website (below, text in Japanese).

Announcing 50 Candidates for the 7th Corporate Value Improvement Award (Tokyo Stock Exchange)

Code of Conduct

Message from Management

Since its establishment in 1957, FUSO CHEMICAL CO., LTD. has placed an emphasis on trust at the core of its management credo. Since our debut as a listed company in 2001 on the over-the-counter market (today’s JASDAQ market), followed by our 2015 listing on the First Section of the Tokyo Stock Exchange, we have assumed increasingly important social responsibilities with respect to our stakeholders. By conducting compliance-prioritized activities in accordance with this Code of Conduct, we hereby commit to reinforcing our relationship of trust with society and further enhancing our presence and value as a global niche enterprise. Misako Fujioka Representative Director and Chairman
Shinichi Sugita Representative Director and President

Section 1. Basic Stance

1-1: Implementing compliance activities
As an enterprise engaged in the life science business, which plays a fundamental role in people’s lives, and in the electronic materials business, which represents the cutting edge of the future, we will comply strictly with applicable laws and regulations, and conduct ourselves in line with the values and ethics demanded by society, to be good corporate citizens and good members of society. We do not simply observe the law; we have defined FUSO CHEMICAL Group Compliance Activities as strict adherence to, and practice of, corporate ethics, and will strive to encourage awareness of, and promote, such compliance.

1-2: Responsibilities to stakeholders
Our business activities are not focused solely on profit. We will actively communicate corporate information that includes our group management policies, enterprise activities, and CSR activities in an active and appropriate manner to a wide range of stakeholders (customers, suppliers, employees, society, government, administration, shareholders, investors, and others). By fulfilling our disclosure responsibilities, we will contribute actively to social advancement.

Section 2. Stakeholder Relations

2-1: Customer relations
Our first priority is to earn the trust of our customers. As such, we will practice strict compliance in all of our enterprise activities, including manufacturing, quality control, representation, advertising, sales, and management of customer information. In addition, we will strive to prevent problems with customers before they occur. Reliability and safety are paramount priorities. We work to enhance customer satisfaction, and if we receive a complaint, we respond sincerely and promptly.

2-2： Supplier relations
Through fair and transparent dealings with suppliers of raw materials, services, etc., we will strive to build strong relations of trust and long-term collaborative relationships.

2-3：Industry relations
We will engage in fair, arm’s length interactions with industry entities and competitors, and work for the advancement of the industry.

2-4：Employee relations
We will strive to build relationships of mutual trust between company and employees through sincere mutual fulfillment of obligations and responsibilities.

2-5：Social relations
We regard the FUSO CHEMICAL Group as a member of society, and will actively fulfill our responsibilities with respect to the nation and local communities.

2-6：Relationship with the environment
As an enterprise, we will continuously monitor our impact on the global environment and local communities as we engage in our corporate activities.

2-7：Governmental and administrative relations
To avoid any perception of non-arm’s length dealings with government or administrative entities, we will not only refrain from illegal actions, but strictly avoid actions that could invite misunderstanding by society.

2-8：Shareholder and investor relations
Through fair and timely corporate information disclosure and positive IR activities, we will strive to gain the understanding of shareholders and investors, obtain a fair evaluation in the capital markets, and maximize our enterprise value.

Section 3　Other

3-1：Establishment of internal whistleblower system
To encourage early detection of risk associated with our corporate activities, and to prevent illegal and other acts of a potentially serious nature, we will maintain an internal whistleblower system.

3-2：Supplementary provisions
3-2-1：Scope of applicability
Officers and employees of all domestic FUSO CHEMICAL Group companies must adhere strictly to this Code of Conduct. International subsidiaries will comply strictly with international and local laws while adhering in their actions to the spirit of this Code of Conduct. As required, such subsidiaries will establish their own separate and appropriate codes of conduct. However, such codes of conduct shall not conflict with, or be less stringent than, this Code of Conduct.

3-2-2　Response to violations of this Code of Conduct
We will strive at all times to adhere strictly to this Code of Conduct. If, whether intentionally or through negligence, an officer or employee of a domestic group company acts in conflict with this Code of Conduct, and such conduct constitutes grounds for disciplinary action as stipulated in the FUSO CHEMICAL Group Rules of Employment, that individual shall be subject to firm discipline, including termination of employment, in accordance with the Rules of Employment.