Conflict-of-interest risks arising from close relationships with business alliance partners and related parties
First written in FY2021. 4 of 7 entries say "Mitigated", first in FY2022. Latest entry: FY2024.
No other company in this theme has enough history to compare yet.
- FY2024MitigatedAnnual report
「We also verify in advance the necessity of transactions, the appropriateness of their terms and their rationale with respect to related-party transactions, transactions involving conflicts of interest and other transactions that could harm the interests of general shareholders, and express our views to the Board of Directors as appropriate.」
We specified procedures under which the Compliance Committee verifies in advance the necessity, appropriateness of the terms and rationale of related-party transactions and transactions involving conflicts of interest. - FY2023MitigatedAnnual report
「We recognize it as a transaction equivalent to a related-party transaction.」
The acquisition of a solar power plant related to relatives of the representative director and a former affiliated company was actually disclosed and managed as equivalent to a related-party transaction. - FY2023-Q3MitigatedAnnual report
「Although the company does not qualify as a related party, it is a wholly owned subsidiary of Shinwa Kogyo Co., Ltd., whose former representative director and president was our representative director, Nishimura Hiroshi (西村 浩), and its current representative director, Nishimura Rika (西村 利香), is a relative of our representative director, Nishimura Hiroshi (西村 浩). Since relatives within the second degree of kinship hold approximately 33% of the shares, we recognize the transaction as equivalent to a related-party transaction and are proceeding with the acquisition. As we recognize the acquisition of this solar power plant as a transaction equivalent to a related-party transaction, our representative director, Nishimura Hiroshi (西村 浩), did not participate in the deliberation or resolution of this proposal.」
The acquisition of a solar power plant related to relatives of the representative director and a former affiliated company was expressly treated as equivalent to a related-party transaction, and the representative director was excluded from the deliberation and resolution. - FY2022MitigatedAnnual report
「As a general policy, we do not engage in related-party transactions. If we do engage in such a transaction, it is conducted in accordance with our established rules, including verification of the transaction's rationale and appropriateness.」
In response to the risks associated with identifying related-party information and transactions involving conflicts of interest, we specified rules under which such transactions are generally not conducted and their rationale and appropriateness are verified when they are conducted. - FY2022-Q3RestatedAnnual report
「The failure to establish systems for properly identifying related-party information and preventing related-party transactions involving conflicts of interest」
The finding that systems for identifying related-party information and preventing transactions involving conflicts of interest had not been established continues to be cited as background to the designation as a Security on Alert. - FY2022-Q2WorsenedAnnual report
「The failure to establish systems for properly identifying related-party information and preventing related-party transactions involving conflicts of interest」
It was noted that, with respect to the risk of conflicts of interest arising from close relationships with business partners and related parties, systems for identifying related-party information and preventing transactions involving conflicts of interest had not been established. - FY2021First statedAnnual report
「We believe that maintaining a sound business relationship with Uni-Lot contributes to our development. While promoting business cooperation, we have appointed 4 directors out of the 7 directors who have had no past interests with the company, including 3 independent officers as defined by the Tokyo Stock Exchange, in order to ensure our independent management and maintain a fair and sound relationship with the company.」
We disclosed the close business, capital and personal relationships with Uni-Lot and its affiliated companies and individuals, and identified conflicts of interest and deterioration in these relationships as risks that could affect business performance and the management structure. Of the 7 directors, 4 have had no past interests with the company, including 3 independent officers.