System for the Promotion of Sustainability

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We are promoting sustainability activities to realize a sustainable society and enhance our corporate value.

Our system for the promotion of sustainability is hereby introduced.

 

 

Corporate philosophy

 

 We are treating humanity treasuring technology with good care

What we want to be

We want to be a company that values the bond between people and the development of
technologies that are in harmony with the natural environment, and to realizes dreams with the unlimited
potential of chemistry.

In accordance with our corporate philosophy of “We are Treating Humanity Treasuring Technology With Good Care,” Nippon Chemical Industrial endeavors to solve societal issues through dialogue with stakeholders and the creation of value, and will work on realizing the happiness of all people from a global perspective and a sustainable society.

  • We will work on reducing our environmental impact and preventing global warming through our business activities.
  • We will promote the development and sales of products that help in solving societal issues.
  • We aim to realize a low-carbon society and a recycling-oriented economy by providing environmental contribution products.
  • We will promote the building of a workplace environment that attaches importance to diverse modes of work and a work-life balance.
  • We aim to invigorate local communities and cultivate relationships of trust by proactively promoting activities that contribute to society.
  • We will build a robust supply chain that extends from suppliers to customers.
  • We will be in strict compliance with all laws and regulations, applicable to our business activities in such areas as human rights, labor, safety, and the environment.

 

Basic stance

 

In response to our corporate philosophy and policy on sustainability, we have set forth the basic stance to be taken by the company through our products and technologies, in order to build and maintain positive relationships with our stakeholders (clients, shareholders, business connections, employees, and society).
An outline thereof is as follows:

  • 1We will comply with laws and ordinances, rules of the international community, agreements, and applicable stipulations, and engage in corporate activities based on socially acceptable courses of action.
    2We will provide top-level products and services on a timely basis to address the needs of our customers.
    3We will maintain the safety of our workplace and protect the health of our employees then secure a sound workplace environment.
  • 4We will promote the development of human resources in a way that respects the personality and individuality of each and every employee in order to enable each of them to live life to the fullest.
    5We will engage in corporate activities with an awareness of preserving the global environment in a better state.

Code of conduct

 

  • 1Comply with laws and regulations
    2Maintain and promote free and fair competition
    3Maintain sound, positive relationships with business connections and concerned parties
    1. i.Relationships with customers
    2. ii.Relationships with vendors
    3. iii.)Relationships with affiliated companies and partner companies
    4. iv.Relationships with officials working for public offices and local governments
    4Protect intellectual property rights
    1. i.Handling of intellectual property rights belonging to the Company
    2. ii.Handling of intellectual property rights belonging to other companies
  • 5Disclose information
    6Insulate the Company from antisocial forces
    7Contribute to local communities
    8Superior products and initiatives involving superior products
    1. i.Ascertain and share customer needs
    2. ii.Promptly respond to product complaints and prevent their recurrence
    3. iii.Respond to abnormal situations
    4. iv.Provide accurate data
  • 9Engage in the safe handling of products
    10Secure a safe and healthy workplace environment
    11Observe privacy matters
    12Prohibit discriminatory treatment
    13Protect the environment
    1. i.Consider the entire product life cycle
    2. ii.Engage in environmentally-friendly operations
    3. iii.Conserve resources and energy
    4. iv.Be aware of our responsibilities and improve our relationship of trust with society

We will fulfil an important role by putting these points into practice as a way of leading by example and focus fully on disseminating and entrenching these points within our organization in order for us to earn a greater level of society’s trust.

Risk initiatives

 

In connection with crises that could cause significant losses to the Company’s management, for avoiding falling into a crisis situation, our company consider the optimal response method from various angles to avoid, reduce, and control potential crises, and works to introduce them while considering cost and effectiveness. Risks are categorized by the Company as follows.

Risk typeDefinitionClassifications
Social risks Risks that are difficult to proactively prevent in the course of carrying out social activities Natural disasters (such as earthquakes, typhoons, and tsunami)
Terrorism, riots, wars, environmental destruction, epidemics, and more
Operational risks Risks that arise in the course of carrying out business activities

③ Safety accidents (such as fires, explosions, industrial accidents, and traffic accidents)
④ Environmental pollution
⑤ Shutdowns of information infrastructure
⑥ Lawsuits, complaints
⑦ Infringements of intellectual property rights
⑧ Bankruptcies of major business connections, difficulties in obtaining key raw materials, and more
⑨Market fluctuations such as exchange rates, interest rates, and share prices,and more
Failures in business processing

Human risks Risks affecting the organization or people that arise in the course of acting collectively as a company Leaks of confidential information
Breaches of compliance requirements
⑬Threats, whistleblowing, sexual harassment, power harassment, and more

Information security

 

The importance of information security is becoming increasingly greater with the development of remote work.
We have been endeavoring to educate employees, develop the infrastructure, and otherwise strengthen security measures.
Given that information concerning information security is changing on a daily basis, we strive to obtain the latest information and harness it for our own measures.

Business continuity plan (BCP)

 

As a comprehensive chemical products manufacturing and sales company, we supply a broad range of products both domestically and overseas.
Since chemical products are essential for societal activities, we feel immensely responsible for supplying them. In order to stably fulfill our social mission, we have formulated the Nippon Chemical Industrial business continuity plan (NBCP) as a business continuity plan. The policy is as follows:

  • 1 Endeavor to verify the safety of employees and their family members and ensure their safety.
    2Endeavor to safeguard the Company’s facilities and assets and quickly restore and normalize their functions.
    3Endeavor to continue producing and shipping products.
    4Fulfill our social responsibilities.
    5Endeavor to continuously improve systems.
System for formulating and implementing the NBCP

Basic approach to internal controls

We will realize our basic management policy of “taking on the further challenge of becoming a value-creating company by becoming a highly profitable company in an era of changes in the market environment and providing high-quality products and services through the people and technologies that we have amassed over many years.” We regard corporate governance as rooted in shareholder interests as an important management matter and will endeavor to reinforce compliance by implementing various measures to enhance management oversight, disclosing company information on a timely and appropriate basis, improving corporate ethics, and complying with laws and regulations.

Corporate governance structure chart

General meeting of shareholders

Policy on and procedues for electing candidates for officer positions

The Company selects persons who can fulfill, as Directors, the management mandate conferred on them by shareholders, have a wealth of experience and high-level insight related to management, and are capable of fulfilling the duties and responsibilities of Directors as candidates for the Director position.
After a draft of candidates for Director is prepared by the representative director and deliberations are undertaken by the Nomination & Remuneration Committee, candidates for Director are selected by the Board of Directors.
Where there has been an irregularity or a violation of a law or regulation or a breach of the Articles of Incorporation in the execution of duties by a Director, or where circumstances under which it can be deemed that the proper performance by a Director of his or her duties would be difficult have otherwise arisen, the Director shall be dismissed.
It is also stipulated that a determination as to the election or dismissal of an Executive Officer shall be made through the adoption of a resolution by the Board of Directors.

  • 1Board of directors

    The Board of Directors consists of six members – namely Representative Director Hirota Tanahashi, who chairs this body, as well as Hiroyoshi Aikawa, Manabu Sato, Soichi Toyama, Tomoko Tada, and Takeshi Kenmochi, the latter three of whom are Outside Directors.
    Regular meetings of the Board of Directors are held for the purpose of quickly making managerial decisions and extraordinary meetings are held as needed. All matters as set forth by laws, regulations, and the Articles of Incorporation as well as all other matters as set forth in the Regulations Governing the Board of Directors as material matters concerning management shall be all submitted to the Board of Directors. Matters related to business performance progress are also reported and discussed by the Board of Directors when appropriate.

    2Audit and supervisory committee

    The Company is a company with an Audit and Supervisory Committee comprising four members: full-time member Director Manabu Sato and part-time members Outside Directors Soichi Toyama, Tomoko Tada, and Takeshi Kenmochi. Directors who are members of the Audit and Supervisory Committee oversee and audit management of the Company by attending meetings of the Board of Directors and Corporate Management Committee, obtaining updates on the state of operational execution from Directors who are not members of the Audit and Supervisory Committee where necessary, and conducting regular audits of each division.

    3Corporate management committee

    The Corporate Management Committee consists of eight members – namely Representative Director Hirota Tanahashi, who chairs this body; Hiroyoshi Aikawa, a Director who is not a member of the Audit and Supervisory Committee; Manabu Sato, a Director who is a member of the Audit and Supervisory Committee; and Executive Officers Masahiro Ito, Masaki Takahashi, Kazuo Ochiai, Toshiaki Tsuchiya, and Takahiro Nagayama, and makes decisions on important matters concerning the execution of operations within each division.
    The Corporate Management Committee holds meetings, in principle, three times a month in order to speed up the decision-making process and improve the efficiency of the execution of operations.
    The functions of Directors who are in charge of making decisions and oversight duties are separated from the functions of Executive Officers who are in charge of the execution of operations and the responsibilities associated with both functions are clarified, then we improve the transparency and fairness of management and ensure the soundness of corporate management.

    4Operational audit office

    The Operational Audit Office consists of two members, and has been established as a body that operates directly under the control of the Board of Directors in order to further improve audit operations.
    This Office conducts operational audits of different internal organizations in collaboration with the Audit and Supervisory Committee and works to promptly incorporate the results of these audits into meetings of the Corporate Management Committee

  • 5Sustainability promotion committee

    The Sustainability Promotion Committee deliberates on the Company’s basic policy on sustainability as well as other matters related to sustainability based on internal and external positions pertaining to ESG factors and SDGs and regularly reports and makes recommendations to the Board of Directors.
    Four committees operate under the purview of the Sustainability Promotion Committee: Sustainability Committee, Company-Wide RC Committee, NBCP (Nippon Chemical Industrial Business Continuity Plan) Steering Committee, and Ethics Committee. The Sustainability Promotion Committee oversees and directs the activities of these four committees and works to reinforce and promote management through regular meetings.
    The Sustainability Promotion Committee is chaired by the Representative Director & President and consists of Directors and Executive Officers who are in charge of the Corporate Strategy Division, Administration Division, Sales Division, Production Engineering Division, and R&D Division as well as members appointed by the Chairperson upon being deemed to be suitable in light of the objectives of the Sustainability Promotion Committee.

  • Sustainability committee

    Under the supervision of the Managing Executive Officer, the Sustainability Committee promotes initiatives related to sustainability, including those designed to provide value to all stakeholders and address climate change and the circular economy.

    Company-Wide RC committee

    The Company-Wide RC Committee is chaired by the Representative Director & President, promotes responsible-care activities as they relate to the environment and safety, and works to maintain and improve levels of compliance with laws and regulations, environmental conservation, safety and disaster prevention, occupational health and safety, product safety, and logistics safety.

    NBCP (Nippon Chemical Industrial Business Continuity Plan) steering committee

    The NBCP Steering Committee is chaired by the Executive Officer in charge of the Production Engineering Division and promotes continuous improvements to policies, plans, and drills as they relate to emerged and potential crises.

    Ethics committee

    Chaired by the Executive Officer in charge of the Administration Division, the Ethics Committee endeavors to thoroughly disseminate the code of conduct to be observed by employees as they engage in their daily corporate activities and regularly checks the status of compliance in an effort to make continuous improvements.

  • 6Nomination & remuneration committee

    The voluntary Nomination & Remuneration Committee has been established in order to reinforce the Board of Director’s oversight functions and enhance the system of corporate governance by ensuring the transparency and objectivity of the process of assessing and determining matters related to the nomination and remuneration of Directors and Executive Officers in positions of responsibility.
    This Committee consists of at least three members who are Directors, the majority of whom are selected from among independent Outside Directors. The Chairperson is selected from among members who are independent Outside Directors.
    This Committee shall deliberate on and report to the Board of Directors on the following matters that are consulted by the Board of Directors:

    ・Matters related to the composition of the Board of Directors
    ・Matters related to the election and dismissal of Directors and Executive Officers
    ・Matters related to the selection and dismissal of Representative Directors
    ・Matters related to criteria for determining the independence of Outside Directors
    ・Matters related to succession planning
    ・Matters related to the policy and procedures for determining the remuneration of Directors and Executive Officers
    ・Matters related to the contents of the remuneration of Directors and Executive Officers
    Agenda items to be submitted to a general meeting of shareholders (concerning an election, dismissal, or remuneration)

    The internal regulations of the Company stipulate that the Nomination & Remuneration Committee shall consist of at least three members, the majority of whom shall consist of independent Outside Directors from the standpoint of ensuring the independence thereof.
    The Nomination & Remuneration Committee presently consists of one Representative Director and three independent Outside Directors, such that the majority of its members are independent Outside Directors.

     

Contact points for internal reporting

An internal reporting (whistleblowing) system has been established and is being developed on a timely basis by the Company in order to prevent violations of the law and misconduct before they become serious matters and ascertain and correct issues as quickly as possible.
In operating this system, the Company has enacted regulations governing the internal reporting system and has endeavored to set up and operate contact points for internal reporting in the Operational Audit Office and outside the Company.

Officer remuneration

The Company’s basic policy and procedures concerning the remuneration of Officers are as follows:

  • 1Basic policy

    The basic policy on the individual remuneration for Directors exclusive of Directors who are members of the Company’s Audit and Supervisory Committee is to set a level of remuneration that is commensurate with the responsibilities and abilities of a Director of the Company who is contributing to the realization of sustainable improvements in corporate value and to set a reasonable level of and system for remuneration that allows it to function as an incentive for improving performance.
    Specifically, fixed remuneration in cash, performance-linked remuneration, and share-based remuneration shall be paid.
    On the other hand, only fixed remuneration in cash shall be paid to Directors who are members of the Audit and Supervisory Committee.

    2Policy on the determination of the fixed amount of remuneration for each individual, the timing of the granting thereof, and the conditions applicable thereto

    The fixed remuneration for a Director shall be determined based on a base salary table that has been produced by taking into account the responsibilities and roles of the Director according to his or her position with reference made to remuneration data for other companies in the same industry as obtained from a third-party organization and paid monthly accordingly.

    3Policy on the determination of the contents of performance metrics for performance-linked remuneration, the amounts thereof, the calculation method applicable thereto, the timing of the granting thereof, and the conditions applicable thereto

    The performance-linked remuneration for Directors exclusive of Directors who are members of the Audit and Supervisory Committee shall be determined based on a performance table according to operating income and other management metrics considered important by the Company and paid monthly after the end of the given fiscal year each year.

    4Policy on the determination of the contents and amount of share-based remuneration, the calculation method applicable thereto, the timing of the granting thereof, and the conditions applicable thereto

    In order to share value with shareholders and motivate Officers to contribute to the enhancement of corporate value and shareholder value over the medium to long term, transfer-restricted shares shall be granted at certain times each year to Directors exclusive of Directors who are members of the Audit and Supervisory Committee, with the term of the transfer restrictions applicable thereto extending to the date on which the recipient thereof resigns as a Director of the Company.
    The number of shares granted shall be determined based on the position and responsibility of the recipient.

    5Policy on the determination of the ratios of the amount of fixed remuneration, amount of performance-linked remuneration, and amount of share-based remuneration to the amount of remuneration for each individual Director

    The amount of fixed remuneration, amount of performance-linked remuneration, and amount of share-based remuneration as a percentage of the amount of remuneration for Directors exclusive of Directors who are members of the Audit and Supervisory Committee should ideally be set to 75 percent, 20 percent, and 5 percent, respectively.

    6Matters concerning procedures for determining remuneration for each individual Director

    The contents of remuneration for each individual Director shall be determined by the Representative Director as delegated through the adoption of a resolution of the Board of Directors in accordance with the deliberation and reporting of the Nomination & Remuneration Committee, the majority of whose members shall consist of independent Outside Directors, on a draft version thereof, as formulated by the Representative Director together with the Officer in charge, subject to a maximum amount.

FY2022 effectiveness evaluation

Outline of the process by which the effectiveness of the Board of Directors is evaluated

The Company administered a self-evaluation questionnaire to all Directors.
This questionnaire was conducted based on knowledge shared with us by an outside consultant for the purpose of ascertaining whether or not Directors were aware of any issues concerning the composition or operations of the Board of Directors, agenda items submitted to the Board of Directors, and other matters.
The Board of Directors discussed its effectiveness based on the results of an analysis of the responses received as performed by the outside consultant.

Outline of the results of analyzing and evaluating the effectiveness of the Board of Directors

It was confirmed that the composition and operations of the Board of Directors was generally appropriate for a system for making decisions and overseeing the execution of operations.
With respect to the objectivity and transparency of the oversight applied to the nomination and remuneration of management executives and Directors, which was an issue last year, a voluntary Nomination & Remuneration Committee was established and some progress was made.
In addition, it was also confirmed that a planned training program for Directors and Executive Officers needed to be built and implemented.

Future response

The Company’s Board of Directors will endeavor to further improve its effectiveness by investigating identified issues.
We will continue to share issues on the basis of evaluations of the effectiveness of the Board of Directors in order to enhance its effectiveness.

Please contact us for inquiries about Sustainability