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Annual Report 2006Corporate Governance
NSK aims to use its “Motion and Control” technologies to contribute to efficiency, safety and protection of the environment. It will work globally to build better relationships among people around the world. We are continually working to strengthen our corporate governance, internal control systems and compliance systems to fulfill our social responsibilities while also generating reasonable economic value as a business corporation and maximizing shareholder value under fair and transparent management systems.
Corporate Governance Policies and Structure
NSK defines corporate governance as a system by which its executive organization can better focus on business expansion and profitability improvement under the supervision of the Board of Directors. This system of corporate governance is based on the following concepts. First, to allow for greater management flexibility, the Board of Directors has delegated more authority to the executive organization. Second, the supervisory and executive organizations are working more closely together to strengthen supervisory functions. Third, monitoring of the performance of business operations has been further enhanced. These concepts provide the framework for the Board of Directors and Executive Officers in their management of corporate operations.
The Board of Directors makes decisions on important matters relating to management and supervises executive officers and the Audit, Compensation and Nomination Committees (each with a majority of independent directors). Executive officers carry out operations, under the CEO, who is supported in decision making by the Operating Committee.
Enhancing Internal Governance Functions
NSK has strengthened management soundness and transparency by coordinating its global group activities under a divisional structure based on clearly defined chains of responsibility for each business segment. We have strengthened our group-level governance structure by formulating internal group management rules, and we have established the following organizational units as the basis for the further development of our internal control systems.
*Internal Audit Office In collaboration with the Audit Committee, the Internal Audit Office conducts internal audits on the legality, adequacy and effectiveness of business operations. It also proposes remedial actions and provides guidance based on the results of these audits. *Compliance Division-Headquarters This unit is responsible for planning and education in relation to compliance with laws, regulations and business ethics. It also monitors policy implementation and compliance. *Risk Management Committee This committee of executive officers coordinates and manages various risks that could affect business operations, especially hazard risks. It is supported by an administrative group based within the Compliance Division- Headquarters. *Corporate Strategy Division-Headquarters This unit manages business risks, plans management policies and monitors implementation and target achievement. It also coordinates the development of internal control systems that extend to all group companies. *Internal Control Project Team This team implements measures for ensuring consistency of the business process involved in generating the NSK Group’s financial reports. *Disclosure Working Team This team is responsible for gathering and managing corporate information to make certain there is timely disclosure of corporate information to our investors. This team also works closely with the Internal Audit Team to further develop the internal systems supporting timely disclosure. ![]() Risk Management
The NSK Group is a global manufacturing organization with over 150 business sites worldwide. It is possible that a natural disaster, fire, environmental contamination or other unforeseeable contingency could cause losses to local communities and our customers.
To increase preparedness, NSK has established environmental and safety rules and provided employee training for handling unforeseen events. Furthermore, it has worked continuously to develop practical systems through the ISO 14001 certification process. These activities are monitored by internal audits conducted by the Internal Audit Office and the Compliance Division-Headquarters.
The Risk Management Committee is responsible for implementing and managing ongoing risk management measures on a global basis. In addition, the Committee will establish an emergency task force in the unlikely event of accidents and coordinate the countermeasures that will be put into effect.
Strengthening Compliance
Compliance with laws, regulations, rules and business ethics is an important priority for the NSK Group. By observing the NSK Business Ethics Regulations for internal compliance, we are working to prevent accidents and inappropriate behavior throughout the NSK Group.
The NSK Business Ethics Regulations consist of the NSK Principles of Business Ethics (defining our basic position on compliance), the Compliance Regulations (stipulating key compliance requirements), and the Disciplinary and Compliance Counseling Procedures. The Compliance Division-Headquarters leads efforts to ensure that all employees in the NSK Group are fully informed about these documents.
NSK Business Ethics Regulations
NSK Principles of Business Ethics
Compliance Regulations
Disciplinary and Compliance Counseling Procedures |
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