CORPORATE GOVERNANCE

Corporate Governance

T&G Group Corp. and its subsidiaries are guided by a corporate philosophy of “Make people filled with fullness of the heart and life” .We aims to be a provider of emotive moment by listening to the voice of customers through its endeavors.
We recognize that it is vital to maintain effective corporate governance and strive to ensure our transparency by carrying out highly effective oversight of management in order to realize this vision.

T&G endeavors to build good relationships with all stakeholders, including shareholders as well as customers, employees, and business partners and to cooperate appropriately with them in order to contribute to maximizing enterprise value.

Corporate Governance System

Our corporate governance system is built around the Board of Directors, the Audit & Supervisory Board members.
In addition to regular meetings, the Board of Directors holds special meetings as required. At these meetings, Directors make decisions on important management matters.
The directors carry out lively discussions at each Board of Directors meetings.

Moreover, external directors, make it possible to enhance management benefits from diverse perspectives, and the function for mutual monitoring between directors.
The Audit & Supervisory Board members conduct strict audits of directors' execution of duties from their specialist perspectives as a certified public accountant, a lawyer, or other professional.

Directors Board of Directors

T&G's Board of Directors consists of six directors, including two external directors. T&G ensures adequate independence of the two external directors, who bring a wealth of knowledge and experience to the Board related to business management and other matters.

In addition to regular meetings(once a month) ,the Board of Directors holds special meetings as required.
At these meetings, Directors make decisions on important management matters and supervise Executive Officers’activities.

The Audit & Supervisory Board members, including the external members, attend the Board of Directors meetings, allowing them to monitor and verify the decision-making of the Board and fulfillment of the Board's obligation to supervise the execution of duties by each director.

Audit & Supervisory Board members and the Audit & Supervisory Board

The Audit & Supervisory Board consists of four members, three of whom are external members.
The Audit & Supervisory Board meets once a month, in principle. They also attend the Board of Directors meetings, and some other meetings to monitor and verify the decision-making of the Board and fulfillment of the Board's obligation.

T&G registers one external Audit & Supervisory Board member as an independent director, since T&G judged that there is no potential conflict of interest between him and ordinary shareholders.

The Executive Management Committee

In T&G, the Executive Management Committee is set up as an organization of discussing and making decisions on important management matters. The Representative Director, President serves as the chairman of the Committee.
In addition to regular meetings(once a week) ,the Board Directors , Executive Management Members and the Audit & Supervisory Board member holds meetings as required.

Risk Management Committee

In T&G, Risk Management Committee is set up as an organization of identifying risks regularly and examining the policy to respond to risks which have the possibility of giving serious impact on T&G.

Moreover, T&G set up internal and external hotlines for employees to report violations or suspected violations of regulatory requirements, or other company rules or regulations, and related issues.

Risk Management Committee consists of directors, Executive management members.
It chaired by the Representative Director, President and provides integrated monitoring and management of the overall risk for the T&G.
The chairman reports the risk management situation to the Board of Directors, on a regular basis and as needed.

T&G Hotline

T&G set up an external hotline for employees to report violations or suspected violations of regulatory requirements, or other company rules or regulations, and related issues in private.
Moreover, in preparation for emergency, we set up phone calling tree of each Department.
We publicize these system as best we can by teaching at the trainings, sticking posters up in the office.

Food Safety and Hygiene Committee

Food Safety and Hygiene Committee is set up for security of food sanitation which is one of the most important issues for our business.
This Committee, members identify risks regularly , examine and determine concrete countermeasures by the principal organizational units.
And we take all possible measures to avoid the food accident, with external professionals and internal manuals.