Fundamental Policies
Basic Policy
Tamron have sought to forge good relationships with all stakeholders, achieve sustainable growth and enhance corporate value in line with our Corporate Mission. In support of those goals, we have adopted the basic approach of ensuring fair and transparent management practices while developing a highly effective corporate governance system that seeks to improve the speed and efficiency of decision making and business execution.Corporate Governance System Overview
Tamron has adopted the system of company with an Audit & Supervisory Committee and has established a Board of Directors, Audit & Supervisory Committee and accounting auditor as organs under the Companies Act.
Tamron also appoints multiple independent external directors possessing a wealth of knowledge, expertise and independence and has set up a Nominating Committee and Compensation Committee as advisory bodies to enhance supervisory functions.
To the Board of Directors, Tamron appoints 8 directors (four of whom are outside directors; excluding directors who are Audit & Supervisory Committee members), including one foreign director and two female directors, as well as 4 directors who are Audit & Supervisory Committee members (three of whom are outside directors).
1. Board of Directors
Meetings of the Board of Directors are held once a month, in principle, for reviewing the execution of duties by the Directors and deciding on important issues as set forth in the basic policy of the company and the Companies Act.
2. Audit & Supervisory Committee
Meeting once a month in principle, the Audit & Supervisory Committee audits the process of decision making by the Board of Directors and the execution of duties by Directors, by attending the Board of Directors meetings and checking approval documents.
3. Nominating Committee
Tamron has established a Nominating Committee to enhance the independence and objectivity of the Board of Directors in nominating, appointing, and dismissing directors. It is chaired by an outside director and more than half of the committee members are independent outside directors.
4. Compensation Committee
Tamron has established a Compensation Committee to enhance the independence and objectivity of the Board of Directors with regards to director compensation. It is chaired by an outside director and more than half of the committee members are independent outside directors.
5. Management Meetings
Tamron has established management meetings attended by directors (excluding directors who are not Full-Time Audit & Supervisory Committee members) to discuss and consider issues related to management and the execution of duties, and to quickly respond to the changing management environment.
6. CSR Committee
Aiming to fulfill corporate social responsibilities and contribute to the realization of a sustainable society, Tamron’s CSR Committee, consisting of Full-Time directors, directors who are Full-Time Audit & Supervisory Committee members, and executive officers, is held five times a year in principle based on CSR management regulations.
The committee decides and deliberates on basic matters, policies, and key goals, etc. for promoting CSR and integrated management systems, and monitors the progress of key goals.
In addition, the CSR Management Review Committee was established as a subordinate organization of the committee to examine and verify the status of progress toward CSR-related measures and goals that are highly important to Tamron Group, to promote CSR activities throughout the Tamron Group.
7. Risk Management Committee
Aiming of preventing or systematically reducing short-term, medium-term, and long-term risks by establishing risk management policies, systems, and operating methods, etc., Tamron’s Risk Management Committee, consisting of Full-Time directors, directors who are Full-Time Audit & Supervisory Committee members, and executive officers, is held twice a year in principle based on Risk management regulations. The committee determine and discuss basic matters and policies for promoting risk management.
In addition, the Risk Management Review Committee was established as a subordinate organization of the committee to work on cross-sectional risk management for the entire Tamron Group, such as identifying risks and considering preventive or mitigation measures against risks that would cause damage or have large impact in case of occurrence.
8. Information Management Committee
For managing various information and unifying management matters in the Tamron Group, Tamron’s Information Management Committee, consisting of the president & CEO, a director in charge of information management, and executive officers, is held once a year in principle based on information management regulations.
The committee makes decisions, deliberates, reports, and supervises on the matters such as;
・Basic matters and policies for promoting information management
・Information management and information security
・Information equipment management
・Status of management and implementation related to system management, etc.
・Measures for strengthening system management
In addition, the Information Management Review Committee was established as a subordinate organization of the committee to work to spread the use of information for the entire Tamron Group.
9. Compliance Committee
Tamron has established a compliance policy, system, management method, etc., and is deeply aware of its corporate social responsibility. For legal compliance and social ethical behavior in daily work, Tamron’s Compliance Committee, consisting of president & CEO, a director in charge of compliance, and executive officers, is held once a year in principle based on Compliance regulations. The committee discuss basic matters, etc. for promoting compliance.
In addition, the Compliance Promotion Committee was established as a subordinate organization of the committee to work to improve the effectiveness of compliance throughout the Tamron Group through the guidance and education of compliance promotion committee members.
