Fair Business Management
Corporate governance structure
SMK considers corporate governance to be the development and operation of a system to realize sound and effective management and is working to improve and strengthen it.
Separating the offices of chairman and president and introducing an executive officer and external board member system in April, 2002 to clearly separate management decision-making and business supervision by the board of directors and the business execution functions of executive officers is a system that allows management responsibility to be clarified and speedy management decisions to be made. Furthermore, board of auditors is made up of three auditors, all of whom are outside auditors who supervise directors' performance of duty from an objective standpoint. Remuneration Committee was set up in January 2022 to ensure fairness, transparency, and objectivity of directors’ remuneration.
Also, SMK has submitted Internal Control Report to authorities from June, 2009 to improve internal administration management and to meet the requirements of an Internal Control Reporting System in Financial Instruments and Exchange Act effective in 2008.
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Evaluation of Effectiveness of Board of Directors
Our company evaluated the performance of our Board of Directors in FY 2022 to enhance its effectiveness.
Based on the results of the FY2022 evaluation,we will strive to improve the effectiveness of the Board of Directors and strengthen corporate governance, and will conduct the evaluation annually.
FY2022 Effectiveness of Board of Directors 
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Approach to CSR and compliance
■ Organizational Structure
SMK has established the “SMK Group Charter for Corporate Behavior” and the “SMK Group Code of Conduct” to promote CSR and compliance. The Compliance Committee, established under the CSR Committee, is responsible for formulating key policies to ensure corporate behavior based on ethical principles and legal compliance. It also implements and monitors various initiatives for driving compliance.
■ Education for employees
To ensure the thorough implementation of CSR and compliance, the SMK Group Charter for Corporate Behavior and the SMK Group Code of Conduct, translated into Japanese, English, and Chinese, are distributed as booklets to all Group employees worldwide and employees are required to submit a pledge to adhere to these codes. In addition to compliance training for new employees, we conduct regular CSR & Compliance Comprehension Tests to raise employee awareness.
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To ensure full compliance with laws and regulations, we also provide regular
e-learning or group training sessions on a particular theme every year for the employees whose roles require such training. Materials from previous training sessions are available on our internal portal site, enabling all employees to access e-learning courses at their convenience.
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■ Whistle-blowing system
To ensure the early detection, correction, and prevention of violations of laws and internal regulations, we established the "SMK Ethics Helpline" as an internal whistle-blowing channel in July 2005. The company addresses reports and inquiries from employees in accordance with the Whistle Blowing Operation Rules.
Two contact points are available: an internal contact within the Corporate Legal Department and an external contact point at an outside law firm, which allows anonymous reporting. Furthermore, a message from the President is regularly distributed to employees to remind them that this is a secure system. This approach aims to create a system that is easily accessible and effective in practice.
■ Relations with customers and suppliers
A customer satisfaction survey and a SMK compliance questionnaire aimed at suppliers are also regularly implemented. Assessments of SMK as well as valuable opinions and advice regarding its compliance efforts are incorporated into CSR activities.
SMK Group Charter for Corporate Behavior
SMK Group, in addition to being an economic entity engaged in the creation of added value through fair competition, must be useful to society as a whole. For this reason, SMK Group will adhere to the following ten principles; respect human rights and follow the letter and spirit of all laws, whether domestic or foreign, and of international rules, and behave in a socially responsible manner.
- For customer confidence, we will develop and provide superior goods in terms of quality, cost, and safety through our accumulated advanced technology.
- To be understood/supported by stakeholders such as customers, business partners, and shareholders, we will engage in fair, transparent, and free competition, under the spirit of independence, self-help, and self-regulation.
- We will promote communication with society, by fairly disclosing corporate information, as an open enterprise in the advanced information network age. In addition, we will protect and properly manage personal and customer data and other types of information.
- We will take independent and positive action, fully recognizing the necessity of environment conservation.
- We will strive to make it possible for employees to lead pleasant and enriched lives, by guaranteeing a comfortable and safe work environment and respecting our employees' dignity and individuality.
- We will actively engage in social contribution activities as a good corporate citizen.
- We will stand firm against anti-social forces and organizations that threaten the order and security of civil society.
- In overseas operations, we will comply with the laws and regulations of the countries and regions, respect human rights and other international norms, and manage ourselves in a manner that contributes to local development.
- To make the spirit of the Charter a reality, top executives will always listen to the voices within and outside SMK, take the lead in raising awareness of the Charter among all relevant Group members and to bring corporate systems into line with it, and endeavor to cultivate corporate ethics.
- When the Charter is violated, top executives will take the initiative in resolving the problem, endeavoring to clarify its causes and prevent its recurrence, and take the necessary action. This includes precise explanation to the society and punishment for responsible persons, including themselves.
SMK Group Code of Conduct
Introduction
The SMK Group Code of Conduct sets forth the basic standards of behavior to be practiced by all officers and employees in order to comply with the SMK Group Charter for Corporate Behavior. SMK Group commits itself to be bound by this Code and requests all officers and employees to understand this Code and act in accordance with it.
President, CEO and COO, Yasumitsu Ikeda
- 1. General provision
- 1) Purpose of this Code
- 2）Scope of Application
- 2. Human Rights and Labor
- 3）Prohibition of Forced Labor
- 4）Prohibition of Child Labor
- 5）Respect for Human Rights
- 6）Prohibition of Discriminations
- 7）Compliance with Employment Regulations
- 8）Working Hours and Wage
- 9）Freedom of Association
- 4）Prohibition of Child Labor
- 3. Relations with Society
- 10）Safety Measures of Machineries
- 11）Health and Safety in the Workplace
- 12）Emergency Measures
- 13）Considerations for Physically Burdensome Work
- 14）Health and Safety in the Facilities
- 15）Health Management
- 11）Health and Safety in the Workplace
- 4. Environment
- 16）Environmental Permits and Reports
- 17）Minimization of Environmental Impact (drainage, sludge, exhaust, etc.) and Preservation of Water Resources and Biodiversity, etc.
- 18）Reduction in Emission of Greenhouse Gasses and Final Waste
- 19）Management of Chemical Substances Contained in Products
- 20）Environmental Protection Activities
- 17）Minimization of Environmental Impact (drainage, sludge, exhaust, etc.) and Preservation of Water Resources and Biodiversity, etc.
- 5. Fair Trade and Ethics
- 21）Compliance with Laws
- 22）Establishment of Customer Confidence
- 23）Fair Advertising and Public Relations
- 24）Free and Fair Competition
- 25）Protection of Intellectual Property Rights
- 26）Fair Transactions with Suppliers of Materials and Services
- 27）Prohibition of Corruption and Bribery
- 28）Conflict of Interest
- 29）Donations and Limit of Political Donations
- 30）Stand against Antisocial Forces
- 31）Responsible Mineral Procurement
- 32）Compliance with Laws Concerning Import and Export
- 33）Disclosure of Management Information
- 34）Prohibition of Insider Trading
- 35）Appropriate Accounting Procedure
- 36）Prohibition of Private Activity
- 37）Appropriate Use of Corporate Assets
- 22）Establishment of Customer Confidence
- 6. Quality and Safety
- 38）Product Safety and Quality Assurance
- 7. Information Control
- 39）Control of Trade Secret and Company Secret
- 40）Control of Trade Secret and Company Secret
- 41）Protection of Personal Information
- 40）Control of Trade Secret and Company Secret
- 8. Social Contribution
- 42）Social Contribution
- 9. SMK Ethics Helpline
- 43）SMK Ethics Helpline
- 10. Supplementary Provision
- 44）Reference
- 45）Improvement or Amendment of this Code of Conduct
- 46）Penalty
- 47）Submission of Pledge Card
- 48）Enforcement
- 45）Improvement or Amendment of this Code of Conduct
IR activities
SMK has emphasized the importance of impartial and continual provision in a timely manner of information necessary for making investment decisions to the current shareholders and potential investors into SMK’s shares.
Materials we made public include not only those obligatorily required for disclosure such as financial statements and short form financial reports but those we autonomously provided for IR presentation meetings.
Specifically, we have conducted the following activities:
- Moving up the schedule for financial statements
Example: Announcement of financial statements for the term ending Mar. 2023 => April 28, 2023 - Disclosing the information in a timely and proper manner and enriching the content of the website
(To include business result presentation materials and explanatory materials used during the business result presentation meetings. )
⇒ Click here for more information - Holding investor briefing regularly twice a year (whole financial year/second quarter) for institutional investors
Investor briefing for institutional investors
