Corporate Governance

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  • Basic Corporate Governance Policy

    Axell considers corporate governance to be an important management issue, and in addition to explicitly "establishing a governance structure that accounts for all stakeholders" in the Corporate Philosophy, Axell has defined the "Code of Conduct of Axell Corporation," and has positioned this as an important management policy. By enhancing its corporate governance, Axell will conduct business activities as a corporate organization with high social ethics, and by increasing the soundness, transparency, and efficiency of management, Axell will aim to enhance its corporate value and attain continuous growth.

    Corporate Philosophy

    • Mission
      Contribute to innovation through sophisticated products and services
    • Vision
      Aim for global success as a leading technology company
    • Values
      Top priority on customer satisfaction
      Enjoy challenges as professionals
      Respect diversity and achieve greater things with colleagues and partners
      Act with greater speed

    Code of Conduct

    • 1. To fulfill its responsibilities as a public company, Axell shall act in accordance with its Corporate Philosophy (outlined separately) and aim to achieve continuous growth
    • 2. Axell shall establish a governance structure that takes all stakeholders into consideration, including shareholders, employees, customers, and business partners
    • 3. Axell shall comply with laws, regulations, and its Articles of Incorporation, and disclose information in a timely and appropriate manner
    • 4. Axell shall hold values and ethics that are expected of a company as a member of society, and shall participate in the theme of creating a prosperous society, including dealing with environmental issues
    • 5. Axell shall define a quality policy to provide superior products and services to customers on a continuous basis
    • 6. While fully taking information management into consideration, Axell shall maintain an open and free internal climate, and will strive to contribute to society in ways that fit its business while aiming for business expansion
    • 7. Axell shall promote mutual respect for individuality and human rights, secure a safe and harmonious environment, and create a motivated company that fosters innovation
    • 8. Axell shall deal with anti-social forces in a strict manner and refuse to give benefits to them
    • 9. Executives and employees shall base their actions on full comprehension of this Code of Conduct. Specifically, those in higher positions shall always set an example and carry out thorough internal training to ensure that no actions go against the Code of Conduct
    • 10. In the event that an incident that goes against the Code of Conduct takes place, top management shall proactively set an example by resolving the issue and preventing recurrence on a companywide level, disclose details both internally and externally in a timely and appropriate manner, and fulfill the responsibility to provide an explanation

    Current Structure

    The Board of Directors of the Company comprises a total of nine members, including four Executive Directors and four Directors serving as Audit & Supervisory Committee Members. one-third or more the members of the Board of Directors are Directors serving as Audit & Supervisory Committee Members who are outside the Company and independent, and organized audit is conducted using the internal control system. Thus, the Company strengthens the audit and supervisory functions of the Board of Directors.
    In addition to regular meetings held once a month, the Board of Directors of the Company also holds extraordinary meetings as necessary and makes decisions on important matters related to the execution of business.
    The Audit & Supervisory Committee comprises four Outside Directors that are independent, and in principle, holds a meeting once a month. In addition, the Company has appointed Katsuya Mitsumura as a Full-time Audit & Supervisory Committee Member in order to enhance the effectiveness of audits, etc., conducted by the Audit & Supervisory Committee.
    Axell believes that the structures currently in place maintain a structure that allows for maneuverability and speed in management decisions, while allowing for accurate management decisions to be made toward increasing corporate value and effective oversight of management. With the aim of improving the effectiveness of governance structures expected of a publicly listed company, Axell shall make appropriate revisions as needed.

  • Compliance

    Axell holds compliance at the root of its management, and has defined in its regulations that Axell and all executives must comply with laws, the Articles of Incorporation, company regulations, the Code of Conduct, and the Compliance Policy to promote fair and sound corporate activity. In order to spread compliance awareness throughout the company Axell also periodically holds seminars led by third-party instructors, etc.

    Compliance Policy

    • 1.Behavior required of individuals
      (1) Act as a caring and responsible member of society
      (2) Respect human rights and do not unfairly discriminate
      (3) Do not engage in sexual harassment
      (4) Do not conduct political or religious activities within Axell
      (5) Do not act to detract from the good name or trust of Axell
      (6) Do not take part in actions where the respective interests of the individual and Axell conflict
      (7) Do not engage in insider trading
      (8) Do not leak confidential information
      (9) Do not utilize Company resources without approval for personal reasons
      (10)Do not utilize IT resources in a way that prevents Axell from conducting business
      (11)Do not deal with anti-social forces or use illegal substances
      (12)Obey all other employee regulations
    • 2.Behavior required of Axell
      (1) Always conduct business activities in consideration of CSR
      (2) Conduct management that considers and respects all stakeholders surrounding Axell
      (3) Establish a Risk Management Structure
      (4) Do not engage in unfair business practices
      (5) Bribery is prohibited
      (6) Do not engage in tax evasion or fraudulent accounting
      (7) Do not make illegal political contributions
      (8) Work to maintain and improve quality
      (9) Thoroughly manage information, including personal information
      (10)Do not deal with anti-social forces
      (11)Continuously conduct compliance training for employees
      (12)Be considerate of environmental issues and contribute to society in a manner appropriate to Axell's business

    Risk Management Structure

    Axell works to prevent various risks from occurring during the course of business, and when unexpected events do occur, shall respond quickly and in an appropriate manner. These items are defined in the Risk Management Regulations and other related regulations, and Axell has established a structure to minimize damages and losses. In order to prevent risks before they occur, the regulations require those responsible in each organization to establish preventative measures that take business content, properties, and risk into consideration, continuously check for the occurrence of risk, and periodically report current conditions to the Board of Directors. Additionally, an internal reporting structure is in place, and a reporting hotline is available both within and outside of Axell, which allows for whistle-blowers to be protected and for Axell to focus on researching the issue at hand in case of internal problems. While seeking advice from advisory lawyers as required, Axell shall work to improve its Risk Management Structure.