Basic Concept of Corporate Governance
MOL puts emphasis on frameworks for improving the transparency of corporate management from the shareholders' viewpoint and maximizing stakeholders' benefits through optimum allocation of management resources. In the MOL Group Corporate Principles, this concept is stated as "We will strive to maximize corporate value by always being creative, continually pursuing higher operating efficiency, and promoting an open and transparent management style that is guided by the highest ethical and social standards." We have put in place various systems accordingly.
Clarifying Each Governance Function
The Board of Directors comprises six internal and three outside (independent) directors (as of July 2012). Outside directors receive reports on important issues every time, providing a framework that allows the supervisory functions of outside directors to work effectively. The company has adopted the corporate auditor system, and two of the four auditors are appointed from the outside (independent corporate auditors). In May 2006, to increase the independence of the auditors, we established the Corporate Auditor Office as an organization directly controlled by the corporate auditors and Board of Auditors, thus enhancing a system that allows for more practical and efficient corporate auditing. The Financial Instruments and Exchange Act came into force in fiscal 2008 and requires an assessment and report of the internal control system for ensuring the effectiveness of financial reporting. MOL conducts such assessments led by the Internal Audit Office. As a result, MOL has submitted an internal control report containing management's assessment that internal controls over financial reporting at MOL are effective to the Kanto Local Finance Bureau in Japan every year since June 2009. Details of these internal control reports were confirmed to be appropriate in the internal control audit report by the external auditors.
Business Continuity Plan
In the event of an earthquake or other natural disaster, or outbreak of an infectious disease, MOL's highest priority is ensuring the safety of MOL-operated vessels and company executives and employees. The company has formulated a business continuity plan documenting procedures to enable it to continue providing its core ocean transport services and quickly restore operations in the unlikely event that they are suspended. This business continuity plan establishes organizations and delegates authority for duties relating to maintaining the safe operation of vessels, performance of transportation contracts and charter agreements, financial preparation, securing required personnel and other matters. Furthermore, MOL conducts regular drills, and changes work procedures bases on issues arising from these drills.
A feature of the Board of Directors is deliberation on corporate strategy and vision. In principle, at each meeting, the board focuses on a particular topic such as management strategies and MOL's long-term vision. These discussions provide an opportunity for lively and meaningful debates at board meetings that include the outside directors and corporate auditors. Moving forward, we will work so that our governance systems, which include these deliberations, function even more effectively. We are also strengthening our risk management and business intelligence systems that support sustainable growth. And we are bolstering survey activities for use in making management decisions, and maintaining an internal portal site for sharing information.