Corporate Governance System

Basic Policy

Ushio recognizes that realizing the vision set forth in its Management Philosophy and promoting sustainable growth of Ushio and increasing corporate value over the medium to long term will bring satisfaction to all stakeholders. In order to achieve this goal, Ushio strives to ensure the transparency and efficiency of corporate management and to reinforce corporate governance for realizing speedy and resolute decision making.

Corporate Governance System

Ushio uses an Audit & Supervisory Committee system, which fosters prompt decision-making by delegating decisions for certain important business matters from the Board of Directors to the executive directors.
It has also strengthened the supervisory function of the Board of Directors by ensuring that the majority of its members are outside directors. The system has also been reinforcing audit and supervisory functions by having established an Audit & Supervisory Committee with the authority to assess the legality and validity of board members in performing their duties.
Furthermore, there is a Nomination and Remuneration Advisory Committee for the purpose of ensuring the fairness and appropriateness of the nominations and remuneration of directors, whose chairperson and more than half of its members are independent outside directors.

The Board of Directors comprises 11 directors (as of June 29, 2021). Eight are not Audit & Supervisory Committee members (including four outside directors), and three are Audit & Supervisory Committee members (including two outside directors). The Board of Directors makes decisions on top priority issues, including basic management policies, and oversees business execution. Delegating decisions on the execution of certain important operations to directors who manage these operations has accelerated decision-making. At the same time, the executive officer system has led to more accurate and prompt business execution. In addition, Ushio established the Corporate Strategy Meeting and Group Coordination Council to discuss and report on business execution priorities.

The Audit & Supervisory Committee comprises three members (including two outside directors). The committee audits and oversees the directors’ performance of duties in line with its own audit and supervising standards. Ushio appointed a full-time Audit & Supervisory Committee member to enhance the efficacy of audits by collecting information from directors (excluding those who are also Audit & Supervisory Committee members) and employees and coordinating smoothly with the internal audit department and Accounting Auditor.

The Nomination and Remuneration Advisory Committee comprises five members (including four independent outside directors). The responsibilities of the Nomination and Remuneration Advisory Committee, as advisors to the Board of Directors and the representative directors, consist of advice and recommendations concerning the structure and level of remuneration for directors, evaluations of the contributions of individual directors to business performance, and nominations of director candidates. All the members of the Nomination and Remuneration Advisory Committee are directors: Koji Naito, Yoshinari Hara (outside director), Yasufumi Kanemaru (outside director), Sakie T. Fukushima (outside director), and Rei Sugihara (outside director). The committee is chaired by Sakie T. Fukushima (outside director).
 

Corporate Governance Structure

Corporate Governance Structure

Business Audits

At Ushio, we conducts various audits, including compliance audits, both internally and at out Group companies. Under the approval of the CEO, we collaborate with the Audit Committee and the accounting auditor to enhance the quality and effectiveness of audits. The theme and inspection items in our internal audits are selected in accordance with the situation of the organization to be audited from the perspectives of the Company's business aims and minimizing management risks. We take care to ensure that the audits provide value by helping Ushio achieve its organizational objectives. Moreover, the indications and recommendations raised by the internal audits are followed through periodically until the required improvements have been made.
We will continue the audits, aiming to streamline management, improve business operations, safeguard assets, minimize risks and improve the management structure.


Tax Policy

Ushio Group Tax Policy

Ushio Group recognizes that one of the important social responsibilities of a company is to pay appropriate amounts of tax by complying with the relevant tax regulations in each operating jurisdiction and to ensure tax transparency.

1.    Tax Compliance

Ushio Group fulfills tax payment obligations in an appropriate manner by complying with the relevant tax regulations in each operating jurisdiction.


2.    Tax Governance

Under the supervision of the Senior Executive Officer, the Accounting & Finance Department oversees, reports and manages tax affairs of the Group Companies, and reports material tax issues to Board of Directors.


3.    Tax Risk Management

Ushio Group strives to reduce tax risks by consulting with external advisors appropriately in the event of uncertain tax interpretation being occurred.


4.    Tax Planning and Transfer Pricing

Ushio Group utilizes applicable tax incentives appropriately in the normal course of business activities by understanding the relevant tax regulations in each jurisdiction.
Ushio Group strives to pay appropriate amount of tax and never use artificial structures for tax planning which lack commercial substance.
Regarding to the intercompany transactions, Ushio Group sets arm’s length price based on analysis of functions and risks, and conduct appropriate income allocation in line with the contribution.

 
5.    Relationship with Tax Authorities

Ushio Group strives to maintain cooperative relationships with tax authorities by responding to inquiries from tax authorities in a prompt and courteous manner.
 

Domestic and overseas income tax payments

(Unit: Billion JPY)
  Domestic Overseas Total
Fiscal 2020 8.7 1.3 10