Fair Business Management
Corporate governance structure
SMK considers corporate governance to be the development and operation of a system to realize sound and effective management and is working to improve and strengthen it. Separating the offices of chairman and president and introducing an executive officer and external board member system in April, 2002 to clearly separate management decision-making and business supervision by the board of directors and the business execution functions of executive officers is a system that allows management responsibility to be clarified and speedy management decisions to be made. Furthermore, board of auditors is made up of four auditors, three of which are outside auditors who supervise directors' performance of duty from an objective standpoint (as of July 2016). Also, SMK has submitted Internal Control Report to authorities from June, 2009 to improve internal administration management and to meet the requirements of an Internal Control Reporting System in Financial Instruments and Exchange Act effective in 2008.
Approach to CSR and compliance
■Establishment of organizational structure
SMK started promoting compliance by establishing the SMK Group Charter for Corporate Behavior in 1997. The Compliance Committee was set up in 2005, and the CSR Committee, a higher level organization, was set up in 2007 to build the organizational structure. In July 2005, the SMK Ethics Helpline, which has contacts both within and outside the company, was established and started operating.
■Education for employees
To promote CSR and compliance, it is vital for each and every employee to understand them in-depth. To this end, the SMK Group Code of Conduct was established in April 2006. In accordance with the changes in the environment surrounding CSR, the Code of Conduct was revised, and the third edition was issued in April 2014.
The Charter and the Code were translated into English and Chinese and distributed as a booklet to group employees all over the world. Furthermore, a compliance briefing was held for all group employees to familiarize them with compliance matters, and then they were asked to submit a pledge card in order to ensure thorough observance.
■Relations with customers and suppliers
A customer satisfaction survey and a SMK compliance questionnaire aimed at suppliers are also regularly implemented. Assessments of SMK as well as valuable opinions and advice regarding its compliance efforts are incorporated into CSR activities.
Booklet in Japanese, English, and Chinese distributed to employees
SMK Group Charter for Corporate Behavior
SMK Group, in addition to being an economic entity engaged in the creation of added value through fair competition, must be useful to society as a whole. For this reason, SMK Group will adhere to the following ten principles; respect human rights and follow the letter and spirit of all laws, whether domestic or foreign, and of international rules, and behave in a socially responsible manner.
1. For customer confidence, we will develop and provide superior goods in terms of quality, cost, and safety through our accumulated advanced technology.
2. To be understood/supported by stakeholders such as customers, business partners, and shareholders, we will engage in fair, transparent, and free competition, under the spirit of independence, self-help, and self-regulation.
3. We will promote communication with society, by fairly disclosing corporate information, as an open enterprise in the advanced information network age. In addition, we will protect and properly manage personal and customer data and other types of information.
4. We will take independent and positive action, fully recognizing the necessity of environment conservation.
5. We will strive to make it possible for employees to lead pleasant and enriched lives, by guaranteeing a comfortable and safe work environment and respecting our employees' dignity and individuality.
6. We will actively engage in social contribution activities as a good corporate citizen.
7. We will stand firm against anti-social forces and organizations that threaten the order and security of civil society.
8. In overseas operations, we will comply with the laws and regulations of the countries and regions, respect human rights and other international norms, and manage ourselves in a manner that contributes to local development.
9. To make the spirit of the Charter a reality, top executives will always listen to the voices within and outside SMK, take the lead in raising awareness of the Charter among all relevant Group members and to bring corporate systems into line with it, and endeavor to cultivate corporate ethics.
10. When the Charter is violated, top executives will take the initiative in resolving the problem, endeavoring to clarify its causes and prevent its recurrence, and take the necessary action. This includes precise explanation to the society and punishment for responsible persons, including themselves.
SMK Group Code of Conduct
* Only the title of each article of the SMK Group Code of Conduct is published on this page.
The SMK Group Code of Conduct was issued on April 1, 2006 with our eyes set on getting ourselves prepared for increasing social requirements for CSR. This Code succeeds the concept of SMK Group Charter for Corporate Behavior that can be considered as the basic philosophy of CSR promotion by SMK, and specifically defines events that constitute the base of promotion of compliance.
The SMK Group Code of Conduct sets forth the basic internal regulations to be observed by all officers and employees of SMK Group. SMK Group commits itself to be bound by this Code and at the same time requests all officers and employees of the company to understand and comply with this Code.
President and COO, Yasumitsu Ikeda
1) Purpose of this Code
2) Scope of Application
2.Human Rights and Labor
3) Prohibition of Forced Labor
4) Prohibition of Child Labor
5) Respect for Human Rights
6) Prohibition of Discriminations
7) Compliance with Employment Regulations
8) Working Hours and Wage
9) Freedom of Association
3.Relations with Society
10) Safety Measures of Machineries
11) Health and Safety in the Workplace
12) Emergency Measures
13) Considerations for Physically Burdensome Work
14) Health and Safety in the Facilities
15) Health Management
16) Environmental Permits and Reports
17) Minimization of Environmental Impact (drainage, sludge, exhaust, etc.) and Preservation of Water Resources and Biodiversity, etc.
18) Reduction in Emission of Greenhouse Gasses and Final Waste
19) Management of Chemical Substances Contained in Products
20) Environmental Protection Activities
5. Fair Trade and Ethics
21) Compliance with Laws
22) Establishment of Customer Confidence
23) Fair Advertising and Public Relations
24) Free and Fair Competition
25) Protection of Intellectual Property Rights
26) Fair Transactions with Suppliers of Materials and Services
27) Entertainment and Gifts
28) Improper Profit
29) Donations and Limit of Political Donations
30) Stand against Antisocial Forces
31) Compliance with Laws Concerning Import and Export
32) Disclosure of Management Information
33) Prohibition of Insider Trading
34) Appropriate Accounting Procedure
35) Prohibition of Private Activity
36) Appropriate Use of Corporate Assets
6. Quality and Safety
37) Product Safety and Quality Assurance
7. Information Control
38) Control of Trade Secret and Company Secret 3 9) Information Security
40) Protection of Personal Information
8. Social Contribution
41) Social Contribution
9. SMK Ethics Helpline
42) SMK Ethics Helpline
10. Supplementary Provision
44) Improvement or Amendment of this Code of Conduct
46) Submission of Pledge Card
SMK has emphasized the importance of impartial and continual provision in a timely manner of information necessary for making investment decisions to the current shareholders and potential investors into SMK’s shares.
Materials we made public include not only those obligatorily required for disclosure such as financial statements and short form financial reports but those we autonomously provided for IR presentation meetings.
Specifically, we have conducted the following activities:
- 1. Moving up the schedule for financial statements
Example: Announcement of financial statements for the term ending Mar. 2015 => April 27, 2015
- 2. Disclosing the information in a timely and proper manner and enriching the content of the website
(To include business result presentation materials and explanatory materials used during the business result presentation meetings. )
⇒Click here for more information
- 3. Holding IR briefing regularly twice a year (whole financial year/second quarter) for institutional investors
- 4. Holding a company presentation session for shareholders on the day of shareholders’ meeting
IR briefing for institutional investors