Creating a comfortable dietary life through food tray containers

Corporate Governance

Basic Policy

The Company works to enhance its corporate governance based on the following basic policies. 

(1) Ensure shareholders' rights and equality among them
To ensure effective equality among all shareholders and safeguard shareholder rights, the Company complies with the Financial Instruments and Exchange Act, related laws and regulations, timely disclosures prescribed by the Tokyo Stock Exchange and other requirements, and endeavors to disclose information promptly.

 

(2) Work together appropriately with stakeholders other than shareholders
The Company recognizes that to fulfill its social responsibility it requires corporate value expressed not only in terms of financial value but as intangible value not expressed in numbers, and engages in appropriate cooperation with all stakeholders including customers, suppliers, society, employees and shareholders.
Additionally, in keeping with the Company's management philosophy, the Board of Directors and top management observe laws, regulations, agreements, internal rules and other requirements, and demonstrate leadership to foster a corporate culture of respecting and working with all stakeholders with high ethnical standards and social good. On the basis of the idea that companies and associations must work as one to tackle marine plastic litter and other environmental issues, in March 2020 the FP Corp. Environment Fund was established. The fund provides financial support for non-profit and other organizations conducting activities for environmental conservation.

 

(3) Properly disclose information to ensure transparency
The Company recognizes that information disclosure is an important management issue and believes that disclosing information in an appropriate manner is essential to obtain the understanding of all stakeholders, including customers, suppliers, society, employees and shareholders. Accordingly, the Company actively discloses information judged to be important (including non-financial information) via its website, its corporate report (FPCO Report), and other means, in addition to disclosures required by law.

 

(4) Fulfill the roles of the Board of Directors and other organs
In light of its fiduciary responsibility and accountability to shareholders, the Company's Board of Directors aims to achieve sustainable growth and enhanced corporate value in the medium and long term. To improve earning power, capital efficiency and other metrics to achieve these aims, the Board formulates and executives key corporate strategies designed to achieve the management targets to which the Company aspires. Additionally, the Board fulfills roles and responsibilities to support appropriate risk taking by top management by establishing international control and risk management systems.
The Company has opted for the structure of a company with an Audit & Supervisory Committee as its institutional design under the Companies Act. The Audit and Supervisory Committee, a majority of whose members are outside directors, plays a management oversight role and strives to achieve highly transparent management. The Audit & Supervisory Committee maintains independents from officers responsible for business execution, and directors whoa re Audit & Supervisory Committee members are given voting rights at Board of Directors meetings and work to strengthen their auditing and supervisory functions. Additionally, directors who are Audit & Supervisory Committee Members attend important meetings of the Company such as Board of Directors meetings and request for reports from the business execution departments as necessary to gather information on the Company’s business execution conditions.

 

(5) Hold dialogue with shareholders
The Company actively engages in constructive dialogue with shareholders to help achieve sustainable growth and improved corporate value in the medium and long term, and recognizes the importance of reflecting shareholder feedback and requests in management. The Company has set up opportunities for dialogue with shareholders, primarily with representative directors and the director that oversees IR activities, in order to gain the understanding of shareholders regarding the Company's management strategies and plans. When engaging in dialogue with shareholders, the Company endeavors to avoid divulging non-public material facts that could have a significant impact on the investment decisions of investors (insider information), and in the event that important information such as non-public financial results should be provided to securities analysts or others, the information is promptly and equally provided to other investors in accordance with fair disclosure rules.

[Schematic Diagram of FP Corporation's Corporate Governance System, including an Outline of the Internal Control System]

Nomination Consultation Committee and the Compensation Consultation Committee

We have set up the Nomination Consultation Committee and the Compensation Consultation Committee as non-statutory advisory bodies. Each is chaired by an independent outside director and the majority of their members are independent outside directors. 

The Board of Directors requests the advice of the Nomination Consultation Committee regarding policy on and the details of appointments and dismissals of directors and advice on other matters related to the nomination of directors deemed necessary by the Board of Directors. The Board of Directors requests the advice of the Compensation Consultation Committee regarding policies on the compensation, etc. of directors, the content of their compensation, etc., matters related to compensation, etc. to be submitted to the general meeting of shareholders for discussion and advice on other matters related to director compensation deemed necessary by the Board of Directors. In response to these requests, these committees share their opinions, etc. with the Board of Directors.