Corporate Governance
Corporate Governance
As of April 1, 2024
MARUI GROUP's corporate philosophy calls for us to 'continue evolving to better aid our customers' and 'equate the development of our people with the development of our company.' Accordingly, we support the passion of all employees to aid our customers to create a virtuous cycle in which the growth of our people furthers the development of the Company, which in turn facilitates the further growth of our people. This cycle is part of our pursuit of improvements to corporate value. Given this approach, reinforcing corporate governance is a top priority, and we endeavor to practice sound management that is highly transparent and efficient to heighten earnings capacity. In addition to its Board of Directors and Audit & Supervisory Board, MARUI GROUP has established the Management Committee, which functions as the highest decision-making body and is composed of 17 executive officers. In addition, we formulated the MARUI GROUP Corporate Governance Guidelines to codify our stance toward corporate governance and our initiative policies. Information on the implementation of these guidelines is provided in the Company's Corporate Governance Report. The Company will continue to enhance its corporate governance systems going forward.
Overview of Corporate Governance System
| Organizational Structure | Company with Corporate Auditors |
|---|---|
| Board of Directors | Six directors (three of whom are external directors) |
| Board of Directors Meeting Information (Fiscal year ended March 31, 2021) |
Number of Board Meetings: 9 Board Meeting Attendance: 99% Attendance of Independent Directors at Board Meetings: 96% |
| Audit & Supervisory Board | Four members (two of whom are external Audit & Supervisory Board members) |
| Audit & Supervisory Board Meeting Information (Fiscal year ended March 31, 2021) |
Number of Board Meetings: 16 Board Meeting Attendance: 98% Attendance of Independent Auditors at Board Meetings: 96% |
MARUI GROUP Code of Conduct
MARUI GROUP envisions a world in which we have transcended all dichotomies to build an inclusive society that offers happiness to all. Realizing this vision will require that we engage in co-creation with MARUI GROUP employees as well as with customers, investors, communities and society, business partners, and future generations. MARUI GROUP views every one of its stakeholders as a partner for co-creating a happier future.The happiness to which we seek to contribute can only be realized through co-creation with all of these stakeholders. It is based on this belief that we promote compliance with laws and regulations as well as international rules and the principles embodied in these norms and that we have established and adhere to the MARUI GROUP Code of Conduct.
01
Customers
Customers are the point of departure for all of our business activities. Acting in accordance with the corporate philosophy of "continue evolving to better aid our customers," we will strive to create safe and secure products, services, and stores that bring joy to all through co-creation with customers.
02
Investors
We will pursue ongoing growth and medium-to-long-term improvements in corporate value and increase engagement with shareholders and other investors in order to live up to the expectations of these stakeholders. In addition, we will disclose information in a timely and appropriate manner, conduct highly transparent business activities, and prevent insider trading.
03
Communities and Society
MARUI GROUP's business activities connect us to various areas of communities and the greater society. By seeking to resolve social and community issues and invigorate communities and the greater society through our business activities, we will build trust-based relationships with communities and society.
04
Business Partners
MARUI GROUP's business activities are supported by co-creation activities with business partners in Japan and overseas. By fostering trusting relationships with partners through fair and impartial transactions, we will deepen our ties with business partners as we progress together and promote mutual prosperity.
05
Employees
It is employees possessing a propensity for innovation founded on a capacity for empathy who are able to contribute to the resolution of social issues through business activities. In addition to providing employees with a safe and hygienic workplace environment, we will foster a corporate culture that is respectful of diverse values and in which all employees can feel energized and can continue growing.
06
Future Generations
MARUI GROUP views children and the people of the future, whom we refer to as "future generations," as one group of stakeholders. We seek to create value for the future together with future generations in our quest to help build a sustainable society and global environment through our business and in all of our other activities.
07
Environmental Preservation
Working to help build a sustainable society and global environment through our business represents our ethical responsibility toward future generations. MARUI GROUP is thus advancing green businesses that provide sustainable options for coexistence with the global environment in order to transcend the dichotomy between environmental preservation and business profits.
08
Respect for Human Rights
MARUI GROUP endorses international standards regarding human rights and respects the personalities and individuality of all people. We stand in opposition of all discrimination, whether on the basis of race, nationality, religion, ideology, belief, biological sex, age, physical characteristic, gender identity, or sexual orientation.
09
Fair and Transparent Transactions
MARUI GROUP adheres to domestic and overseas ethical standards and legal regulations as well as to its own internal rules as it promotes fair and transparent transactions while preventing corrupt and otherwise inappropriate activities (bribery, money laundering, inappropriate kickbacks, conflicts of interest, lobbying activities, political contributions, etc.).
10
Elimination of Antisocial Forces
We will staunchly refuse to have any connection with antisocial forces that threaten the order and safety of society.
11
Protection and Management of Information Assets
MARUI GROUP's business activities entail the utilization of personal information, confidential information, and intellectual properties. These information assets are protected and managed based on internal regulations and policies for specific asset types, and we seek to avoid infringing on the intellectual property rights of others.
Scope of Application and Implementation
- The MARUI GROUP Code of Conduct is applicable to all Group officers and employees. An internal notification system is in place to quickly uncover and address activities that violate this code of conduct or activities that are illegal, unfair, or otherwise inappropriate.
- Moreover, this code of conduct is reviewed as necessary by the Board of Directors and revised when deemed prudent through sufficient discussion. Should a serious violation of the MARUI GROUP Code of Conduct occur, we will take steps to identify the cause of the violation and prevent recurrence.
MARUI GROUP Policies
Governance
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MARUI GROUP Disclosure Policy
MARUI GROUP complies with all relevant laws and regulations and conducts timely and appropriate information disclosure to ensure that its management is both impartial and highly transparent. The Corporate Planning Division, the IR Department, the General Affairs Department, and the Financial Department are responsible for information disclosure. The Company actively discloses both financial and non-financial information if this information is deemed valuable to shareholders, investors, and other stakeholders, seeking to deepen their understanding of the Company. Moreover, we seek to disclose information through venues that are easy to access.
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MARUI GROUP Anti-Corruption Policy
The MARUI GROUP Anti-Corruption Policy was established to facilitate stronger corporate governance and sound and highly transparent management. Through efforts centered on the Compliance Promotion Board, MARUI GROUP aspires to ensure that its corporate activities are sound and free of abuses of authority or position, unethical behavior, and all other forms of corruption.
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MARUI GROUP Policy for Preventing Money Laundering and Terrorism Financing
MARUI GROUP recognizes that it has an important management responsibility to prevent money laundering and Terrorism Financing, as described in legislation on preventing transference of money appropriated through illegal means, relevant government ordinances, and guidelines issued by the relevant authorities. This Policy has been established based on an understanding of this responsibility and compliance thereof is practiced to fulfill this responsibility.
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MARUI GROUP Tax Policy
Complying with tax laws and paying appropriate taxes contributes to communities and to the greater society and is therefore congruent with MARUI GROUP’s concept of co-creation sustainability management. Based on this recognition, MARUI GROUP has established the MARUI GROUP Tax Policy and seeks to exercise its responsibility to make tax payments based on the circumstances of its business and to ensure transparency in its tax payments in order to minimize tax risks.
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MARUI GROUP Information Security Policy
MARUI GROUP has formulated the MARUI GROUP Information Security Policy to guide the establishment and implementation of information security management systems to protect the information assets of customers and of MARUI GROUP from all threats, whether internal or external, accidental or intentional, and thereby help ensure the continuity of MARUI GROUP’s business activities. Officers and employees are expected to act and handle information assets in compliance with this policy in order to contribute to improved information security.
ISO 27001 Certification
The Data Center Division of M & C SYSTEMS CO., LTD., received information security management system certification in 2006. In March 2007, after the development of international standards as well as standards set by the Japanese Industrial Standards Committee (JISC) related to information security management systems, ISO 27001 certification was acquired.
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Protection of Personal Information
In protecting personal information, the Group has established regulations for handling such information and seeks to improve the accuracy of information management through the initiatives of the Information Security Committee, which is membered by directors and executive officers. We also periodically hold Groupwide educational and training programs aimed at employees to further promote information protection. With regard to personal information stored as electronic data, we practice rigorous management of core servers and undergo security inspections by third-party organizations to ensure that we are safe from attacks from outside of the Company. MARUI GROUP also takes every possible measure to prevent unauthorized access from within the Company
PrivacyMark Certification
Group companies M & C SYSTEMS CO., LTD.; Epos Card Co., Ltd.; MOVING CO., LTD.; MRI Co., Ltd.; and MARUI HOME SERVICE Co., Ltd., Epos Small Amount and Short Term Insurance Co., Ltd., handle personal information in the course of their businesses. The personal information management systems of these companies are compliant with JISC standards and have been certified by JIPDEC, granting these companies permission to use the PrivacyMark.
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MARUI GROUP Social Media Policy
MARUI GROUP utilizes social media as a communication tool for facilitating co-creation activities with all of its stakeholders. The Company has established the MARUI GROUP Social Media Policy, which oversees the operation of official social media accounts and private social media use by Group officers and employees, and is working to facilitate sincere and appropriate communication based on respect for the diverse views of stakeholders.
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Basic IT Service Management Policy of MARUI GROUP Subsidiary M & C SYSTEMS CO., LTD.
M & C SYSTEMS manages and operates MARUI GROUP's IT systems. This company has established the Basic IT Service Management Policy of MARUI GROUP Subsidiary M & C SYSTEMS CO., LTD. to facilitate swifter and more accurate responses to rapidly changing customer needs and constructs and implements ongoing improvements to its management systems based on this policy.
Basic IT Service Management Policy of MARUI GROUP Subsidiary M & C SYSTEMS CO., LTD. (Japanese only)ISO 20000 Certification
In April 2008, ISO 20000 certification was acquired with regard to the product sales and distribution systems of MARUI CO., LTD., and the core operating systems of Epos Card Co., Ltd. The ability to acquire this certification was a reflection of MARUI GROUP’s swift response to system malfunctions, its provisions for preventing recurrence of incidents, and other factors that contribute to the high quality of its services.
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MARUI GROUP Procurement Policy
MARUI GROUP engages in responsible procurement together with business partners across the entire supply chain with respect to the development of private brands. Based on the following procurement policy, the Company explains its policies to business partners, after which it performs surveys and has dedicated staff from the Sustainability Department conduct on-site audits. The results of these activities are shared with the business partners in question so that we may advance initiatives together.
Social
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MARUI GROUP Human Rights Policy
MARUI GROUP aims to contribute to the development of a flourishing and inclusive society that offers happiness to all. We therefore declare that all Group officers and employees are expected to endorse international standards regarding human rights and ensure respect for the personalities and individuality of all people throughout the Company. In addition, we ask that business partners and other external stakeholders endorse the MARUI GROUP Human Rights Policy, and we also disclose information on related initiatives.
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MARUI GROUP Customer Engagement Policy
Customers form the basis for all of MARUI GROUP's business activities. Based on the concept of inclusion, the Company has established the MARUI GROUP Customer Engagement Policy, which is based around six core themes, to guide its efforts to co-create an inclusive society together with its stakeholders.
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MARUI GROUP Customer Abuse Response Policy
The MARUI GROUP Customer Abuse Response Policy was formulated based on our recognition of the importance of ensuring that all of our employees feel safe and empowered at work. This policy details the Company’s stance toward responding to cases in which abusive language, unreasonable requests, defamation, or other acts of abuse by a small minority of its customer base infringe upon the human rights of its customers or severely degrade the quality of its workplace environment.
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MARUI GROUP Occupational Health and Safety Policy
MARUI GROUP understands that providing employees with a safe and hygienic workplace environment is essential to supporting the growth of all employees and is instrumental to invigorating the entire organization and driving the improvement of corporate value. The MARUI GROUP Occupational Health and Safety Policy was established based on this understanding. In accordance with this policy, we pursue higher levels of safety and hygiene and promote voluntary occupational health and safety initiatives on a Groupwide basis in all business activities.
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MARUI GROUP Human Resource Development Policy
MARUI GROUP views employees as a precious asset borrowed from society. Based on this belief, we have introduced voluntary participation frameworks to heighten our ability to foster employees with the desired characteristics. Going forward, MARUI GROUP will continue to stimulate the growth of employees to fulfill its role as a venue for the contributions of all employees and as a member of the communities it serves and of the greater society.
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Financial Inclusion Commitment
For MARUI GROUP, beyond merely representing the principles that evolved its co-creation management approach, which gave rise to co-creation sustainability management, financial inclusion entails ensuring everyone can access the services they need, when they need them, regardless of their age, occupation, income, or nationality.
Environment
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MARUI GROUP Environmental Policy
Recognizing the importance of implementing PDCA (plan-do-check-act) cycles to manage its efforts to reduce environmental impacts while generating profits, MARUI GROUP has laid out a clear basic policy and defined priority issues and action policies. In accordance with these policies, MARUI GROUP is promoting eco-friendly business activities as it advances a concerted effort to address climate change and other environmental issues.
