Corporate Governance

Our Basic View on Corporate Governance

At Funai Soken Holdings, we strive to strengthen our corporate governance with a focus on ensuring effective legal compliance and maximizing shareholder returns.

We believe that a proactive approach to disclosure is an important pillar of corporate governance, and we are committed to prompt and accurate disclosure of our current business activities and future business strategies through statutory announcements and through initiatives such as company briefings and individual meetings with institutional investors and analysts.

Funai Soken Holdings Corporate Governance Structure

For further details regarding the corporate governance of Funai Soken Holdings, refer to the Corporate Governance Report as submitted to the Tokyo Stock Exchange.

Board Composition and Skills Matrix

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As of Mar. 25, 2023

Board of Directors Composition
*Incl. Audit and Supervisory Committee members（As of Mar. 25, 2023）

Business Portfolio Policy

To better concentrate our resources on businesses that can generate sustained returns in excess of cost of capital over the mid-to-long term, our portfolio is configured around businesses with earning potential and growth potential. We keep a careful watch on cost of capital as part of our process for establishing and publishing the group’s management strategies and plans, and list target figures for sales, operating income, and ROE in the Mid-Range Business Plan.

IR Activities

Dialogue with shareholders, investors, and securities analysts is overseen by the officer in charge of the Corporate Communication Office, who works with the president, appropriate directors and officers to determine the right approach in each case.
The Corporate Communication Office functions to support the company’s dialogue with shareholders and investors, working organically with the pertinent departments to collect information and exchange views based on expert insight.
We engage in dialogue in a variety of ways, including in-person meetings, phone calls, and online conferencing, as well as results briefings and small meetings. We try to be proactive in disclosing information, and are constantly working to enhance the contents of major disclosure tools such as the summary of financial results and integrated report.
Opinions received through stakeholder dialogue are shared with the board of directors and put to good internal use, for instance in management strategy reviews.
In stakeholder dialogue as elsewhere, we strive to maintain the accuracy and fairness of information disclosure, as well as proper administration of international information.

Compliance Initiatives

The Funai Soken Consulting Group Corporate Ethics Code of Conduct and Regulations on Group Compliance establish clear, high standards for ethics and sensible behavior expected of our people.
Moreover, in order to prevent and rectify illegal conduct and behavior that violates social norms and corporate ethics, we have also instituted the Funai Soken Consulting Group Hotline Rules, under which we operate an internal hotline for anyone involved in the group.
In addition, we have established a framework to monitor compliance and identify problems throughout the group through close teamwork by the Funai Soken Holdings Legal Affairs & Risk Management Office and the executives in charge of compliance at the group’s operating companies.
Meanwhile, we strive to raise awareness of the importance of compliance among our whole workforce—officers and employees alike—through initiatives such as mandatory compliance training for new employees and compulsory e-learning courses on compliance and information security held at least three times a year.

Whistleblower System

Based on the Funai Soken Consulting Group Hotline Rules, we have established an Internal Whistleblower Hotline for people to report compliance violations, including breaches of the following basic policies and regulations. Whistleblower reports are directed to the head of the Legal Department, an outside director who serves on the Audit Committee, and an independent lawyer.
To protect whistleblowers, reports can be made anonymously by e-mail or telephone, the content of reports are kept confidential, and retaliation against whistleblowers is strictly prohibited.
Information on whistleblower reports is shared throughout the group, by inscribing the information on cards carried by officers, and making it available on the group intranet, which is accessible to all officers and employees.

Basic Policy on Eliminating Anti-Social Forces

It is our basic policy to block any and all connections with antisocial forces and to firmly reject their unreasonable demands.
To achieve this, we do not leave individual employees or departments to deal with approaches from antisocial forces alone, but instead apply the full force of our whole organization—thus protecting our people and dealing with the issues at hand—and constantly strive to strengthen cooperation with independent professionals such as the police and lawyers.
We refuse business transactions of any sort from antisocial forces, and if faced with their unreasonable demands, we firmly reject the demands and, if necessary, take legal action, both civil and criminal. We will never engage in backroom deals or provide payoffs to antisocial forces.

In practice, the Regulations on Group Compliance, which apply to all Funai Soken Consulting Group employees, stipulate details and require group employees to report any violation (or suspected violation) of those regulations through the Internal Whistleblower System.

Information Security Initiatives

Our information security platform is founded on the Basic Policy on Information Security, with rules formulated to suit our business domains and contemporary trends, as well as solid information security management practice instilled throughout our workforce. Moreover, we constantly strive to bolster that platform and maintain a well-trained information security team.

Basic Policy on Information Security

We at Funai Soken Holdings and the companies of the Funai Soken Consulting Group (hereinafter collectively “the group”) have established this Basic Policy on Information Security in recognition of their duty to protect the group’s information assets, which includes information received from clients and business partners. All of the group’s officers and employees understand and comply with the policy, and strive to maintain and improve the group’s information security.

• 1. Internal Management Framework

  The group will establish an information security management framework to maintain and improve information security, and will include information security measures as official in-house rules. Having established an information management framework, the group will endeavor to facilitate appropriate operation of information assets under its control.



• 2. Groupwide Involvement

  Officers and employees whose work involves information assets (i.e., information obtained or obtainable in the course of the group’s corporate activity and information held in the course of work) will conduct training to ensure groupwide awareness of this policy, to instill knowledge and skills, and to ensure the integrity of the group’s security management measures.



• 3. Compliance with Legal and Contractual Requirements

  The Group will not simply perform its legal, regulatory, and contractual obligations regarding information security, but will endeavor to meet the level of security expected by clients.



• 4. Internal Guidelines and Incident Response

  The group will establish internal guidelines and written procedures, and clarify all aspects of handling personal information and other information assets. The group will not only endeavor to prevent the occurrence of any breach of law or contract, or other information security incident, and respond swiftly to any such breach or incident, and endeavor to prevent a recurrence, but will also ensure that all relevant people inside and outside the group are aware of the need to be vigilant and stand resolutely against information security breaches.



• 5. Robust Monitoring

  The group will establish, and continually strive to improve, a framework for internal auditing of compliance with this policy, as well as pertinent guidelines and procedures. In doing so, the group seeks to demonstrate that all of its officers and employees comply with this policy and all other relevant rules.



• 6. Ongoing Improvements

  The group will seek ongoing improvements in information security by reviewing this policy and related regulations and procedures, and periodically assessing the performance of information security measures.

Information Security Risks

1 Information Asset Leaks

Today, data usage is increasingly digitalized and there are so many ways for using it, from core systems to software and cloud computing. The risk to the group’s information assets—including information received from clients—increases as more organizations become involved, as the volume of information expands, and as more systems are used.

2 Insufficient Access Procedures

As laws become more stringent and ever-advancing customer support means the data we hold is more confidential, any failure of rules or system access permissions to keep up with evolving security demands increases the risk of unauthorized access.

3 Damage to Vital Data, System Outages

Disruption to the upkeep and succession of skills acquired by IT staff, and failure to stay ahead of potential for increasingly sophisticated external attacks poses a risk to our systems and organizations dedicated to maintaining the confidentiality, reliability, usability, integrity, and security of information, and increase the risk of compromising business continuity.

Information Security Framework

1 Information Security Section

We have established a dedicated section to administer information security groupwide. The Information Security Section reports directly to the president, and offers objective, expert advice on info-security regarding all group companies, as well as incident response support, research, and assessment so as to raise the bar for security throughout the whole group.

2 Information Security Council

We have established a groupwide Information Security Council, which functions in cooperation with the Risk Management Committee and the Sustainability Committee to work with group companies’ key info-security staff in a concerted effort to maintain and strengthen our information security structure.

Information Security Initiatives Since 2021

1 Constant Strengthening of the Information Security Framework

Surveying the level of information security of all Funai Soken Consulting Group companies—with an updated test to cover areas relevant to digital transformation —and analyzing the results allows us to identify apparent and underlying issues, and to run the PDCA cycle to work on resolving them. To the right is an example of the radar chart used to plot the survey results.

2 Conducted Information Security Training

Our officers and employees handle a broad range of information. Knowing that a disciplined approach emphasizing strong individual awareness of the rules and of the relevance of information security to each of us is vital for ensuring secure, efficient use of information, employees of all ranks are required to undergo information security training every year.

Information Security e-Learning Overview
1 Information security　2 Privacy protection　3 Cyber attacks　4 Compliance　5 Information Security Manual

3 Stronger Security within the Information Systems Platform

• ①Preventing Information Asset Leaks

  ・Steadfast systems for safer digital transformation
  The faster the digital transformation of the ways we use the group’s information assets—including information received from clients —the greater the risks. We have a groupwide framework in place to counter those risks, including thorough information security training for all ranks and enhanced systems for confirming the safety of software and cloud-based applications.

  ・Risk assessments of systems
  To avoid the emergence of “shadow IT,” Funai Consulting has established an Information Security Committee to perform pre-emptive risk assessments of information systems.

  ・More Secure Remote Work Platforms
  We endeavor to maintain systems that ensure information security without compromising our efforts to improve working practices, for instance by upgrading the authentication infrastructure of our remote work platforms.



• ②Addressing Faults in Personal Information Access Procedures

  Our legal departments work closely with group companies to ensure that procedures for handling personal information are up to date.



• ③Preventing Damage to Vital Data, System Outages

  To ensure uninterrupted, safe use of reliable systems, those systems are subjected to testing upon installation and major updates, as well as periodic tests for the most vital systems, and even retesting by experts.

Basic Policy for the Prevention of Bribery & Corruption

The Board of Directors of Funai Soken Holdings has adopted the following Basic Policy for the Prevention of Bribery & Corruption for the Funai Soken Consulting Group. The board will periodically review the matters set forth below and initiatives taken with reference to actual operation of the policy and reports of violations or suspected violations.
The Funai Soken Consulting Group complies with the Japan’s Penal Code and the Unfair Competition Prevention Act,, as well as commercial bribery laws and regulations in China, the U.S. Foreign Corrupt Practices Act,, and other bribery-related laws and regulations applicable to the group. We do not engage in practices such as improper payments, gifts, services, or entertainment to Japanese or foreign public officials, or engage in any act that would constitute an illegal bribe in the relevant country or constitute a bribe of foreign officials under the Unfair Competition Prevention Law.
In addition, we do not tolerate and will not engage in money laundering, obstruction of justice, embezzlement, abuse of authority, extortion of business partners, conflicts of interest, insider trading, or any other corrupt practices.
To achieve this, we have established an Internal Whistleblower System, in-house rules, and other mechanisms for the prevention of bribery and corruption, and we constantly monitor and strive to improve these as necessary. We will endeavor to ensure that all officers and employees fully understand the details of anti-bribery and anti-corruption regulations and uphold high ethical standards through training and internal publicity.

Anti-bribery & Anti-corruption Initiatives

In practice, the Regulations on Group Compliance, which apply to all Funai Soken Consulting Group executive and employees, stipulate details and require group officers and employees to report any violation (or suspected violation) of those regulations through the Internal Whistleblower System.
Compliance with regulations is monitored regularly through internal oversight and reported to the board of directors. If a violation or suspected violation of the basic policy or regulations is reported, the Risk Management Committee reviews the incident reports to the board. Based on these reports, the board determines whether or not a review of the anti-corruption compliance system and the basic policy is required.
It is vital that every executive and employee knows and understands the basic policy, and we will continue to implement various education and awareness activities.

Disclosure of Anti-corruption Information

The table below contains figures pertaining to anti-corruption incidents.

Basic Policy on Fair Trade Practices

At the Funai Soken Consulting Group, we have instituted the Basic Policy on Fair Trade Practices to ensure compliance with laws and regulations and promote fairness in business activities.

• 1. We recognize the importance of preventing anti-competitive practices and will not engage in collusion or any other unfair practices that impede competition, and will compete appropriately in the marketplace to provide services in a healthy manner.


• 2. We will not participate in transactions that infringe on the rights of third parties, and will comply with all Japanese and foreign laws and regulations, including anti-monopoly laws and subcontracting laws, when transacting business.


• 3. We will establish relationships with our business partners, contractors, and alliance partners on equality, fairness, and cooperation.


• 4. We will not engage in transactions with clients or business partners for the benefit of a specific individual or third party.


• 5. We will not request money or goods without reasonable cause; nor will we provide or accept entertainment or gifts beyond the bounds of social norms.


• 6. When selecting business partners, contractors, and alliance partners, we will consider not only economic benefits and repercussions, but also compliance implications, including environmental and social impact.

How Much Tax Do We Pay?

The table below shows the corporate taxes paid by the Funai Soken Consulting Group in relevant jurisdictions.