Governance
TBM's mission is "Bridging today and the future we want". TBM will respond swiftly to changes in the business environment with high ethical standards in order to realize business activities that contributes to a sustainable society and a rich natural environment to future generations, as well as sustainable growth of the company.
Governance System
TBM is a company with a board of corporate auditors. The Board of Directors, which consists of internal directors who are well versed in business and external directors who have an objective perspective, decides on important matters and supervises the execution of duties by directors.
System
(As of the end of November 2022)
Roles etc.
| Name | Constitution | Roles/Appointment |
|---|---|---|
| Board of Directors | Internal Directors: 5* Outside Directors: 6 *Including Representative Director |
Determines important matters of the Company and supervises the execution of duties by directors. Based on the internal regulations of the Board of Directors, in addition to holding meetings once a month in principle, extraordinary meetings are held as necessary. Decisions are made on important matters concerning locations, contracts, organizations, personnel affairs, labor affairs, property, etc. Audit & Supervisory Board Members attend to improve auditing functions and transparency. The number of directors shall be 16 or less, and their term of office shall be until the conclusion of the ordinary general meeting of shareholders for the last fiscal year ending within one year after their election. Appointments shall be made at the General Meeting of Shareholders attended by shareholders holding one-third or more of the voting rights of shareholders, and by a majority of the voting rights of such shareholders present. |
| Auditor Audit & Supervisory Board |
Outside Audit & Supervisory Board Members: 3 | Audit & Supervisory Board Members attend meetings of the Board of Directors in accordance with the internal regulations of Audit & Supervisory Board Members Audit, and report to the Board of Directors if there is a risk that a director's performance of duties will violate laws or the Articles of Incorporation. By doing so, we will prevent illegal situations from occurring, meet the mandate of shareholders, and contribute to maintaining and improving the social credibility of our company. The Audit & Supervisory Board meets once a month in principle, and extraordinary meetings are held as necessary. In addition, if necessary, we will conduct interviews on the current status of operations, review the minutes of important meetings, approval documents and other important documents, and investigate accounting books and documents, etc. The number of Audit & Supervisory Board Members shall be four or less, and their term of office shall be until the conclusion of the Ordinary General Meeting of Shareholders for the last business year ending within four years after their appointment. Appointments shall be made at the General Meeting of Shareholders, attended by shareholders holding one-third or more of the voting rights of shareholders, and determined by a majority of the voting rights of those present shareholders. |
| Accounting Auditor | - | The Accounting Auditor conducts audits based on the Companies Act of the head office, factories and other necessary bases. In accordance with the Articles of Incorporation, the Accounting Auditor is appointed at the General Meeting of Shareholders for a term of one year. |
(As of the end of November 2022)
Compliance
Basic Approach
We regard compliance as an important item in our basic management policy, and require all officers and employees to comply with laws, ordinances, rules, etc.. We are striving to act based on high ethics, and to conduct honest and fair management and business.
TBM Code of Conduct
In order to remain a company that society expects to exist, TBM has established the "TBM Code of Conduct" which defines the matters that all directors, executive officers and employees must observe in their daily business activities. This code was established by a resolution of the Board of Directors on January 13, 2017.
Click here for more information about the TBM Code of Conduct
Compliance Committee
We have established a Compliance Committee as a system to promote compliance initiatives. The Committee takes measures to prevent and correct actions by officers and employees that violate laws and regulations, as well as actions against instructions, orders, inducements, coercion, permission, approval or acquiescence. If any violation of compliance, etc. is confirmed, it is reported to the representative director, and matters that are deemed to have a significant impact on management are reported to the director.
Internal Reporting System
We have established and operate an internal whistle-blowing system, the Compliance Consultation Desk, through which executives and employees who come into contact with information about acts in violation of laws and regulations, or suspected violations, can directly provide such information. The "Compliance Consultation Desk" is handled by an Audit & Supervisory Board Member as an external point of contact. In addition, in order to protect the privacy of whistleblowers, we accept anonymous consultations and seek the benefit of whistleblowers.
Training
We conduct training for executives and employees with the aim of raising their interest in compliance and ensuring that correct knowledge is widely disseminated.
Risk Management
Basic Approach
Based on the "Basic Policy on Internal Control," we build and maintain a management system to prevent risks that may occur in our company. The objective is to contribute to the smooth progress of our business plans and business operations by developing functions related to deterring and responding to risks.
Risk Assessment Procedure
We follow the steps below for risk assessment and response.
1. Risk identification
Understand, define and identify events that may interfere with our business plans and operations. Identify at what stage the defined and identified risks exist.
2. Risk classification
Classify the identified risks from the perspective of whether they are company-wide risks and risks in business processes, or whether they are risks that have occurred in the past or risks that have not yet been experienced.
3. Risk analysis
For the identified and classified risks, analyze the likelihood that the risk will occur and the magnitude of the impact that the risk will have.
4. Risk assessment
Estimate the significance of the risk and take countermeasures in light of the estimated significance of the risk.
5. Responding to risks
Based on the risk assessment and take an appropriate response to that risk. When responding to risks, we will take appropriate measures such as avoidance, reduction, transfer or acceptance of the assessed risks.
Risk Response System
Daily risk management is directed by the CEO, and the Board of Directors jointly supervises the relevant management system, with the Head of the Administration Division's assist. In addition, the Board of Directors, as an organization under the Companies Act, has an appropriate understanding of risk assessment and reflects it in management decisions, and appropriately directs business operations. In preparation for the occurrence of risks, we will formulate a system (hereinafter referred to as "risk response system") that can respond immediately and accurately when it occurs, and will update the risk response system as necessary. In the event of a risk occurrence, we will promptly and accurately notify the designated divisions and person in charge in accordance with the provisions of the risk response system. Upon notification, the CEO will activate the risk response system. In the event that the CEO is unable to issue an immediate command, the Head of the Administration Division will act on their behalf.
Quality Control and Product Safety
We recognize that ensuring the safety of LIMEX products is to deliver trust to our customers, and that it is our responsibility as a company to society. In addition to clearly stating "product safety" and "environmentally friendly products" in our code of conduct, we have established a basic policy on product safety and are working to enhance the safety of LIMEX products. We also disclose information appropriately regarding the safety management of LIMEX products. We confirm the safety of raw materials for our products based on the Chemical Substances Control Law* 1 and the Chemical Substances Control Law* 2. In addition, we prepare SDS* 3 and chemSHERPA* 4, and are implementing a system that enables us to manage and understand information related to product safety throughout the supply chain, including our customers.
*1: Law Concerning Emissions of Specified Chemical Substances to the Environment and Promoting Improvements in Management*2: Law Concerning Examination of Chemical Substances and Regulation of Manufacture, etc.
*3: Abbreviation for Product Safety Data Sheet. We comply with GHS, a global standard, and provide appropriate safety information to customers in Japan and overseas.
*4: A format for communicating information on chemical substances contained in products. Led by the Ministry of Economy, Trade and Industry.
Information Security and Privacy
One of our major products is business cards, and we believe that proper management of customers' personal information is one of the foundations of our business activities. In 2014, we acquired the privacy mark of the Japan Information Economy and Society Promotion Association and strive to protect personal information. In particular, we provide training on personal information protection to employees who handle customers' personal information.
