Being fully aware that enhancing our corporate governance is vital to increasing our corporate value for all of our stakeholders, we are undertaking a series of programs designed to improve and strengthen our corporate governance system.
Corporate Governance System
Board of Directors: There are 12 directors, of whom seven (7) are outside directors.
Audit and Supervisory Committee: There are five (5) outside directors who are audit and supervisory committee members.
Nominating and Remuneration Committee: There are four (4) directors, of whom three (3) are outside directors.
As of June 21, 2023
Policy and system
Inabata maintains and operates an internal control system to support compliance and ensure proper business operations. The system was created in accordance with our basic policy on the internal control system and the progress of system development, which is based on the Companies Act and the Ordinance for Enforcement of the Companies Act. We also maintain basic regulations for internal control related to financial reporting, based on the Financial Instruments and Exchange Act, stipulating our basic policy and system, roles and responsibilities, and guidelines for evaluation of our financial reporting. Results of the evaluations of the effectiveness of our internal control system are reported in the Internal Control System Report, which receives an internal control audit by an independent auditor and is submitted with our annual securities report.
The internal control system includes the Internal Control Committee and Compliance Committee, which are respectively chaired by the individuals in charge of the internal control and compliance, as well as offices including the Risk Management Office and Business Process Management Office. The committees and offices work together to ensure effective operations among subsidiaries and throughout the Inabata Group.
The Internal Audit Office, which is independent of the executive bodies of the business divisions, supplements business audits conducted by the audit & supervisory committee and accounting audits by the independent auditor by carrying out internal audits (business audits) to ensure sound and appropriate business operations of the Group. Inabata is enhancing Group governance by conducting internal audits that include its subsidiaries.
To establish management practices that emphasize compliance, we have adopted the Inabata Declaration of Compliance and the Compliance Guidelines and have stated our commitment to compliance in the Inabata Group Sustainability Code of Conduct. Inabata considers its corporate activities shall be in full compliance not only with legal regulations but also with social norms.
We also believe that carrying on the spirit of our founder – love (ai) and respect (kei) for people – is essential to fostering a corporate culture that emphasizes compliance. Hence, we strive to promulgate our Mission, Vision, and IK Values within the company.
Inabata Declaration of Compliance
The management and employees of Inabata & Co., Ltd. (the "Company") shall ensure that we operate to our own high standards. This declaration of compliance describes and summarizes our commitment to fully observe the laws and regulations applicable to our activities.
1. Respect for human rights
We respect human rights and never discriminate against individuals based on race, gender, religion or nationality. In addition, we do not tolerate any form of harassment either inside or outside the office.
2. Laws and Regulations
We comply with all applicable laws and regulations that are relevant to our business and conduct business in an ethical and responsible manner.
3. Import/export formalities
We comply with relevant export and import procedures and do not import goods prohibited by laws or international treaties.
In exporting goods or technologies subject to export controls, we always comply with applicable laws and regulations.
4. Insider trading
If information which may influence the judgment of investors becomes known to us, we refrain from trading stocks or securities of the subject company until such information becomes public.
In trading stocks or securities, we comply with laws regarding insider trading as well as the internal regulations of the Company.
5. Bribes and entertainment
We never offer bribes or provide favors to domestic or foreign government officials or persons holding similar positions.
Offering gifts to or entertaining those in the private sector shall always be carried out within the terms of relevant laws, regulations and socially accepted standards.
6. Antisocial groups
We never give in to antisocial groups, we refuse unreasonable demands and avoid easy monetary compromises.
7. Environmental conservation
We comply with relevant laws and regulations regarding environmental protection and maximize our efforts to reduce the burden imposed on the environment.
8. Information management
We shall use the Company's information or information disclosed by third parties, only for those purposes permitted by the relevant laws, and in an appropriate manner, and shall not use it for our personal benefit under any circumstances.
Personally identifiable information shall not be used for any purpose other than that designated by the discloser, nor shall it be disclosed to third parties without justifiable grounds.
9. Accounting procedures, tax returns, and disclosure of the Company's information
We keep accurate accounting records, file proper tax returns and disclose material Company information in accordance with relevant laws and regulations.
10. Conflicts with the Company's interests
We shall not participate in any activity which conflicts with the Company's interests.
We shall not use the Company's property, assets or information systems for any purpose other than that of pursuing the Company's business.
The Compliance Committee, which is chaired by the president and composed of directors and managers of relevant administrative offices, meets four times a year and additionally as deemed necessary to deliberate compliance issues as well as non-compliance risks. The committee also reports important content of its discussions to the board of directors and the audit & supervisory board for feedback when deemed necessary.
In addition, the compliance subcommittees for information security, private information protection, pharmaceuticals management have been established under the Compliance Committee to discuss each issue in greater depth.
We engage in various measures to foster a corporate culture that emphasizes compliance throughout the Group. One step is to distribute to all Group senior management and employees around the world philosophy cards printed with the, Mission, Vision, and IK Values to promote their understanding and practice. In addition to Japanese, the cards are printed in English and Chinese for distribution to Group companies overseas. We also produce videos about our management philosophy and conduct workshops and staff meetings to deepen understanding of our corporate philosophy.
We believe that ongoing educational training for individuals is needed to ensure thorough compliance. We provide various group training sessions, such as for new employees, and also conduct e-learning training via the company intranet portal. In fiscal 2020, we conducted training sessions on human rights awareness and insider trading. Topics in the human rights training included harassment prevention, our corporate philosophy, and our whistleblowing system.
We also promote thorough compliance in our business activities by making various materials readily available on our portal site, such as manuals on human rights, antitrust law, subcontracting law, unfair competition prevention law, insider trading regulations, bribery, personal information protection, and export control.
Internal whistleblowing system
Inabata’s internal whistleblowing system consists of two separate routes. The “compliance hotline” is primarily for reporting violations of laws and regulations, such as bribery and other types of corrupt activities, and incidents of serious breaches of compliance, including organizational fraud. The “counseling desk” provides mediation and coordination to help employees resolve issues related to the work environment and work relationships.
Inabata operates its internal whistleblowing system in accordance with the Internal Whistleblowing Rules. As regulations common to the above two whistleblowing routes, the rules clearly stipulate that persons engaged in responding to whistleblowing are obliged to keep the provider anonymous, and that any attempts to identify the provider or any adverse treatment of the provider or those who cooperate with the investigation are strictly prohibited, ensuring that employees who use the system to provide information do not suffer consequences for whistleblowing.
The compliance hotline also allows for anonymous reporting to an external contact, specifically a designated lawyer or an English or Chinese speaking specialist, all of whom are independent of company management, or to an internal contact, including the general manager of the Audit and Supervisory Committee Office who supports the Audit and Supervisory Committee’ performance of duties.
The rules stipulate that in the case of the whistleblowing route where the general manager of the Audit and Supervisory Committee Office is serving as an internal contact, an outside officer or independent specialist may be designated to act as an investigating body to investigate matters, such as a conflict of interest concerning an executive director, for which the Audit and Supervisory Committee determines that Inabata’s standard investigative procedures would be unsuitable.
When information is received, the rules provide clear procedures for communicating and verifying the information promptly and appropriately. The president of Inabata, who chairs the Compliance Committee, regularly reports the operational status of the internal whistleblowing system to the board of directors.
The Inabata Group Sustainability Code of Conduct and Inabata Declaration of Compliance outline measures that we take to prevent corruption, including bribery and illegal payments to foreign public officials. In addition, the Inabata Supply Chain CSR Action Guidelines for our business partners and other stakeholders also states our commitment to not engaging in corrupt business practices.
To raise awareness and assist our employees in preventing corruption, we have produced and made readily available on the company intranet portal site our Compliance Guidelines and manuals on antitrust law, subcontracting law, unfair competition prevention law, insider trading regulations, and bribery.
The Compliance Committee, which is chaired by the president, oversees and regularly reports to the board of directors on serious cases of compliance violation, including bribery, law violations, and organizational fraud.
Inabata Group Global Tax Policy
Inabata & Co., Ltd.
March 26, 2018
The officers and employees of Inabata & Co., Ltd. and its subsidiaries (Inabata Group or "we") strive to comply with applicable laws and regulations of each country and region where Inabata Group conducts business, as well as with internal rules of Inabata Group. It is our social responsibility to pay the correct amount of tax in accordance with applicable laws and regulations of each country and region, and to ensure transparency. We believe that proper tax payment contributes to economic development of each country and region, which eventually leads to achieving Inabata Group's sustainable growth, and hence, increasing its corporate value in the long run.
Inabata Group is committed to minimizing tax risks as well as maintaining and improving tax compliance through the following measures:
We will pay taxes properly complying with laws and regulations of each country and region, tax treaties, and international taxation rules set by the Organization for Economic Co-operation and Development (OECD). We will ensure transparency regarding taxation to tax authority of each country and region, as well as our stakeholders.
2. Tax strategy
We understand that avoidance of double taxation and appropriate use of tax incentives leads to increasing the corporate value. We will not engage in any transaction, which lacks substantial economic activity, for the purpose of tax avoidance.
3. Transfer pricing
Transfer pricing for transactions within Inabata Group shall be based on OECD's "arm's length principle," and in accordance with OECD Transfer Pricing Guidelines as well as laws and regulations of each country and region. Profits will be appropriately allocated based on the level of contribution among group companies in each country and region, such as risks undertaken for transactions and functions performed.
4. Relationship with tax authorities
We will build and maintain good relationship with tax authorities in countries and regions in which we operate, by consulting in advance such as to smoothly resolve tax issues, if any, and through disclosure of information conducted in an appropriate and cooperative way.
UK Tax Strategy
In compliance with requirements of U.K. Finance Act 2016, Schedule 19, para 16, Inabata & Co., Ltd. (IKJ) prepares and announces the following U.K. tax strategy concerning Inabata UK Ltd. (IKUK).
IKUK is a limited company, domiciled in the U.K. and a wholly-owned subsidiary of IKJ, a listed company in Japan. IKJ is the ultimate parent of IKUK. IKUK is the sole U.K. entity in the Inabata Group headed by IKJ.
This tax strategy, which is effective for IKUK's fiscal year ending March 31, 2023, was approved by the board of directors of IKJ.
The board of directors of IKJ is responsible for the corporate governance, compliance as well as overseas accounting and tax operations of Inabata Group.
Director & senior managing executive officer in charge of financial management of IKJ is responsible for Inabata Group's tax management. General manager of Financial Management Office of IKJ is responsible for the day-to-day management of U.K. tax.
Tax Risk Management
IKJ takes a conservative approach to manage taxes and seeks to reduce tax risks within the range of complying with the relevant tax laws and regulations.
IKUK's objective of its tax risk management is to comply with U.K. tax laws and regulations and pay the correct amount of tax by the due date.
IKUK confirms the applicable tax treatment and reduces its tax risks by consulting with external independent professional firms. Advice is sought from them on the tax impact of significant transactions or any changes in business and company structure, as well as recent legislative changes. Furthermore, IKUK requests external advisors to prepare and review all tax returns.
IKJ is involved in IKUK's tax planning, which is aligned with IKUK's business activities and in compliance with U.K. tax rules and regulations.
Inabata Group takes a conservative approach to tax risk and does not engage in purely artificial tax arrangements that lack economic substance. However, it evaluates business options in order to raise tax efficiency.
Relationship with HMRC
IKJ is committed to the principles of openness and transparency with relevant tax authorities.
IKUK engages with HM Revenue and Customs (HMRC), with honesty, integrity and mutual respect and works collaboratively to resolve disputes and obtain certainty. Day-to-day interactions with HMRC are managed by accounting & administration manager of IKUK under directions and guidance of Financial Management Office of IKJ.
Information Disclosure Guidelines
The Company shall strive to improve the corporate value continuously while aiming to form an appropriate evaluation by society and the market by realizing highly transparent management through timely and appropriate information disclosure.
The Company shall perform timely and appropriate information disclosure based on the timely disclosure rules (Securities Listing Regulations and Enforcement Rules) of the Tokyo Stock Exchange, and laws and regulations such as Financial Instruments and Exchange Act and the Companies Act.
Moreover, the Company shall proactively disclose information not limited to legal requirements, that is deemed useful information for stakeholders, such as those regarding business operation and management policy.
[Methods of Disclosure]
The Company discloses information through the "Timely Disclosure Network (TDnet)" of the Tokyo Stock Exchange among other methods and strives to fairly and promptly disseminate information. After the information has been officially disclosed, the Company posts the information on its website.