Corporate Governance

Basic Policies
  • Securing the Rights and Equal Treatment of Shareholders

    We respect the rights of all stockholders, who are important shareholders, and shall maintain an environment that ensures that all shareholders, including non-controlling interests, are treated equally and can fully exercise their rights.
  • Appropriate Cooperation with Shareholders

    We shall cooperate appropriately with all stakeholders while working to achieve sustainable growth and an increase in mid- to long-term corporate value.
  • Ensuring Appropriate Information Disclosure and Transparency

    We shall actively disclose information in order to be a company sincerely appreciated by all of our stakeholders, and we shall manage our business with transparency and good faith.
  • Responsibilities of the Board

    The Board shall take appropriate responsibility for the establishment of mid- to long-term management policies and oversight of directors, and it shall work to build systems to enable transparent, fair, and resolute decision-making.
  • Dialogue with Shareholders

    The company shall engage in constructive dialogue with shareholders and investors through the annual General Meeting of Shareholders and other avenues with respect to management principles and other issues as it works to achieve sustainable growth and an increase in mid- to long-term corporate value.

November 2015, Resolution of the Board of Directors

Basic Policy on Corporate Governance

The TS TECH Philosophy calls for us to be a company sincerely appreciated by all of our stakeholders—from shareholders and investors to customers, business partners, employees, and local communities. We are working hard to enhance corporate governance as an important step toward fulfilling our social responsibility and achieving sustainable business growth and increasing corporate value over the medium to long term.

TS TECH endorses the Tokyo Stock Exchange’s Corporate Governance Code and has set the above basic policies accordingly.

We will continue to work to strengthen our governance system in line with the intent and spirit of the Code.

Recent initiatives to reform governance

Tax Policy

The TS TECH Group follows the TS TECH Group Tax Policy based on the TS TECH Philosophy, seeking to minimize tax risks while maintaining transparency and to fulfill appropriate tax obligations and social responsibilities, and in so doing, to contribute to the development of the communities in which the Group operates.

TS TECH Group Tax Policy
  • Tax Governance

    The Group values strengthening tax governance and views it as one of the most important management issues. The Policy was approved by TS TECH’s Board of Directors, who are ultimately responsible for tax governance.
  • Compliance

    By committing to instill and establish awareness of compliance amongst its employees, the Group complies with and strives to always form the correct understanding on both spirit and the letter of tax laws and regulations in each country and region in which it operates to appropriately address its tax declaration and tax obligations.
  • Tax Planning and Tax Havens

    The Group will determine investment and business activities according to its business objectives and economic rationality. The Group does not use business entities without commercial substance and tax havens to engage in tax avoidance or carry out activities such as profit shifting to low-tax countries for the sole purpose of avoiding tax.
  • Transfer Pricing

    The Group abides by international tax frameworks such as the OECD Transfer Pricing Guidelines and the Base Erosion and Profit Shifting (BEPS) Action Plan, and strives to ensure tax transparency. Intragroup international transactions will comply with the OECD Transfer Pricing Guidelines, and transaction prices will be determined based on the arm’s length principle.
  • Minimal Tax Risk

    The Group conducts appropriate accounting and tax measures in accordance with the respective tax systems and tax administrations of each country and region in which it operates. When complex, unclear tax matters arise, the Group minimizes tax risks by consulting with external experts and tax authorities in advance.
  • Relationship with Tax Authorities

    The Group sincerely responds to provide timely and accurate information to tax authorities of each country and region in which it operates to mitigate tax risks and to maintain sound relationships built on trust and cooperation.

August 2023, Resolution of the Board of Directors (Revised)

Intellectual Property Management

The TS TECH Group respects intellectual property rights. In developing products and technologies, we take the utmost care to ensure that the Group does not infringe on the intellectual property rights of others. At the same time, the Group asks others to respect its intellectual property rights.In cases where an infringement is identified, the Group takes all necessary measures, including demanding that infringing parties immediately discontinue any offending activities and offering such parties an opportunity to negotiate in the signing of license agreements. Through actions such as these, the Group works to maximize intellectual property value and minimize loss.

Policy and Action against Antisocial Forces

The TS TECH Group’s basic policy for internal control requires individual officers and employees to diligently avoid any type of relationship with antisocial groups that can threaten a safe, orderly, and civil society, and to work together as an entire group to demonstrate uncompromising attitudes against such forces. Specific measures include making assessments in advance of the start of new transactions and incorporating provisions for excluding the influence of antisocial forces in preparing agreements.

Disclosure Policy

The TS TECH Group promptly and fairly discloses accurate corporate information to its stakeholders, such as individual investors including shareholders, institutional investors, and analysts. In addition to disclosing information in accordance with the Financial Instruments and Exchange Act and the Timely Disclosure Rules, even when these provisions do not apply, we adopt a proactive approach to the disclosure of information deemed useful and appropriate to our stakeholders.

Our primary means of disclosing information include press releases and the Timely Disclosure Network (TDnet) provided by the Tokyo Stock Exchange. This information is also posted on TS TECH’s website.

Information disclosed at meetings with our investors shall be limited to information that has already been disclosed in earnings announcements and other public statements, as well as facts that are already in the public domain, and no undisclosed important facts shall be mentioned in meetings. Furthermore, in order to prevent the leakage of financial information, we shall designate the period from the end of each fiscal period up to announcement of financial results as the “IR restraint period,” during which no comments shall be made or questions responded to about the financial information in question.

To protect the company and its employees from legal liability under the Financial Instruments and Exchange Act and other legislation, the Corporate Communication Department responds to all inquiries from stakeholders. In addition, this Disclosure Policy is shared and fully enforced throughout the TS TECH Group.