Sustainability / Materiality
Sound corporate governance serves as the backbone to a responsible management structure that is accountable to shareholders and other stakeholders. We aim to maintain a robust and effective corporate governance structure that lays the managerial foundation for long-term business growth, helping us to achieve our mid-term business plans and make sustainable progress across all of our material issues.
JRE’s business is conducted with the oversight of our Board of Directors. The primary responsibility of the Board of Directors is to make significant management decisions and provide oversight over senior management. The Board consists of directors, including external directors, and is required to meet once a month at minimum. Having external directors allows us to ensure that the Board makes objective and rational decisions by maintaining input from objective and neutral perspectives. Our executive directors in turn play an important role in increasing operational efficiency, with one such responsibility being their participation in the Executive Committee. The Executive Committee comprises of executive officers and the heads of our divisions, and is responsible for making executive decisions.
In addition to base salary, we provide our executive directors with variable compensations linked to the achievement of our corporate philosophy. We have also established a remuneration committee to maintain objectivity and transparency throughout the executive compensation decision-making process. The Committee consists of three directors.
Furthermore in order to provide necessary checks and balances to the Board, Audit and Supervisory Board is composed of a majority of independent members according to law. The Audit and Supervisory Board is responsible for providing oversight on the performance of directors, based on a formalized audit policy and plan.
We strictly prohibit corruption in any form, including bribery, facilitation payments, and insider trading. To ensure we maintain the highest standards of ethics and integrity, we established the Japan Renewable Energy Group Code of Conduct. Compliance with this code of conduct is monitored by our risk management department, which is responsible for drafting and updating our supplementary compliance manual that is disseminated through compliance training for directors and employees.
We also aim to engage with our business partners to eliminate the risk of corrupt practices throughout our value chain. Our Guidelines for Maintaining Responsible Business Actions and our Code of Conduct strictly prohibit corruption, and serves as a framework for our due diligence with new business partners.
Should an employee suspect an instance of non-compliance against our JRE Group Code of Conduct, or any of other internal policies, they are encouraged to notify the appropriate internal reporting channels, or access the JRE corporate Ethics Hotline. Once a report has been raised, compliance to a strict non-retaliation policy is secured. Ensuring anonymity where necessary, interactions between the whistleblower and our Compliance Committee are conducted via an independent third party. We also provide training for all of our employees on cases of non-compliance to our Code of Conduct and other ethical breaches, as well as on how to use the Hotline to report cases that they may be aware of.
In 2021, we established an external contact office for whistleblowers via our website to allow any of our business partners to report violations or suspected violations of corporate compliance by our staff members or officers.
Identifying, assessing, and managing risks and opportunities is foundational to meeting our corporate mission and business objectives. To ensure a consistent, formalized approach across the business we have established a Risk Management Policy, which is to be observed by all JRE employees, Board members, contractors, and part-time employees.
As per our Risk Management Regulation, our CEO is assigned the highest responsibility with regard to risk management, and is supported by our Executive Committee, which comprises of our executive officers and division heads. The Executive Committee receives reports from our Compliance Committee, EHS Committee, and other divisions on the potential risks that they identified and their assessments of these risks. The Executive Committee then prioritizes these potential risks and decides on how to manage them. By conducting a comprehensive risk assessment every three years and a focused risk assessment on high-priority risks on an annual basis, we ensure that our awareness of risks throughout our business is consistently updated.
* Please scroll horizontally to see the table below.
|Number of reports to the hotline||3||7||2||2|
|Number of group compliance trainings conducted for each subject||7||7||5||5|
|Number of compliance trainings conducted by e-learning||11||12||12||12|