Company identification contents
as of December 31,2017
|Paid-in capital||18,044million YEN|
|Stock information||30million shares
Listed on Tokyo Stock Exchanges,First Section(loan transaction stock).
Fiscal year ends December 31.
|Business Line||Industrial sewing machines,
Household sewing machines.
|Annual revenue||￥103,659 million (consolidated basis)
（Year ended December 31,2017）
|Head office (December, 2009)
2-11-1, Tsurumaki, Tama-shi, Tokyo 206-8551
Tel : 81-42-357-2211
|Number of employees||5,899 (consolidated basis)|
|Number of affiliated companies||27(consolidated basis)|
Composition of net sales
Director and Executive Officer
as of March 26,2018
and President and Representative Director of JUKI Automation Systems Corporation
"in charge of the Global Cooperate Center (Corporate Planning Department, Finance & Accounting Department)" and "in charge of the Business Operation Center (Group Business Company)"and "in charge of the Production Center"
"in charge of the Development Center" and "in charge of the Quality Assurance Department"
"in charge of the Global Cooperate Center (Human Resources Department, General Affairs Department)" and "in charge of the Secretary's office "and "in charge of the Audit department" and "in charge of the Internal control & Compliance"
Audit & Supervisory Board Members
Robert J. Black Jr.
The Group continuously endeavors to reinforce its governance system, strengthen compliance, and achieve highly transparent management.
To secure the health and efficiency of management and respond to the trust of a stakeholder, JUKI regards the suitable maintenance and operation of its corporate governance system as one of the highest priority issues and strives to improve and enrich the corporate governance system.
JUKI also enhances management transparency through the disclosure of timely and accurate information.
JUKI’s board of directors has decided upon statutory matters or important matters of management and has supervised the status of business execution in a successively.
JUKI has also introduced a Corporate Officer system to try to facilitate business execution and clarify responsibility.
The number of outside directors was changed to two persons out of six directors in total, in order to boost the management monitoring function for directors and the board of directors and strengthen the company’s system to actively incorporate external voices in management.
A Corporate Strategy Committee has also been organized under the Board of Directors. The Directors, Corporate Officers and general managers of the departments in charge attend the meetings of the Committee and discuss basic management policies, strategies, etc. of the business group consisting of our company and group companies from various angles to enable more appropriate decision-making and operations.
A Risk Management Committee and Crisis Management Task Force have been set up as core parts of the risk management system.
An Internal Auditing Department has been set up as an organization for internal audits and has audited the business operations of all of JUKI’s departments and each group company. The members of the Audit & Supervisory Board have performed audits in accordance with the audit policy and work divisions set by the board, in cooperation with the Internal Auditing Department and accounting auditors. A Corporate Auditors Section has been established as an organization to assist the Audit & Supervisory Board Members.
The JUKI Group positions compliance as a management foundation important for maintaining the Group’s status as a business group that is widely trusted by customers and all of society and offers enough value to society to merit its existence. Corporate officers and employees of the group are asked to thoroughly behave in compliance with “The JUKI Group Employees’ Standards of Conduct – 10 Articles” and to understand its explanations on legal compliance and common-sense behavior. JUKI and its group companies have a system for consulting with employees or answering their questions quickly at Compliance Helpline. The companies of the Group also manage important risks related to compliance at the Risk Management Conference.
The JUKI Group has set up a Risk Management Conference as a core part of its risk management system. The Risk Management Conference manages company-wide risks
and important risks and directs the parties concerned to take remediation measures for risk reduction. The Group also sets up crisis-management task forces before and after crises (exteriorization of the risk) such as natural disasters, fires, explosions, and PL (product liability) incidents, and has a system to examine and execute its response measures. When a serious crisis has occurred, a “Crisis Countermeasures Headquarters” is set up to take quick countermeasures.
Internal control system
The directors adopted a resolution to partially revise the “Basic policy for building an internal control system” at the board of directors meeting held on May 11, 2015. The new policy was adopted in response to the enactment of the “Law on the Partial Revision of the Companies Act” (law number 90, Heisei 26) and the “Ministerial Ordinance on the Partial Revision of the Ordinance to Reinforce the Companies Act” (ministerial ordinance of the Ministry of Justice, Heisei 27) on May 1, 2015.
1 System to ensure that the execution of the duties of the directors complies with the regulations and articles of incorporation
(1) We shall establish a “JUKI Corporate Code of Conduct” prescribing the basic ways we are to act as a company and clarifying the concepts of legal compliance.
(2) We shall establish a “JUKI Group Employee’s Code of Conduct” as a detailed standard of behavior for employees in the execution of their duties, and shall strive to carry out thorough legal compliance.
(3) Our “Regulations on Compliance” shall establish a system and procedures for the compliance of the whole business group consisting of our company and subsidiary companies (hereinafter “our group companies”).
(4) We shall vigilantly oppose antisocial individuals and groups who adversely affect social order and our sound activities as a company.
2 System to store and manage information on the execution of the duties of the directors
(1) With regard to information on the execution of duties, we shall establish a “Regulation on the Storage (Safekeeping) and Management of Important Documents.”
3 Regulations to manage risks of loss at our company, group companies, and other JUKI systems
(1) We shall establish a “Regulation on Risk Management” to manage the risks that we and our group companies face as a whole.
(2) We shall establish a “Risk Management Meeting” to examine important risks of the whole company, take appropriate measures to respond, and manage each department’s activities to manage risk.
(3) An “Anti-crisis Task Force” shall take quick measures against inherent risks facing our company and the group companies.
4 System to ensure that the execution of the duties of the directors, etc. is carried out efficiently
(1) We shall transfer some of the directors’ rights in the execution of duties to the executive officers and try to speed up the execution of duties using the Executive Officer System.
(2) We shall transfer some of the directors’ rights in the execution of duties to employees in the “Regulation on Authority,” and improve the efficiency of decision-making.
(3) We shall discuss important decision-making matters in the “Management Strategy Council,” and the president shall give his or her final approval on such matters.
(4) We shall establish the respective roles in the execution of duties in the “Regulations on Organization” and make efforts toward the efficient execution of duties.
5 System to ensure that the execution of the duties of our employees and the execution of the duties of the directors and employees of our group companies comply with the regulations and the articles of incorporation
(1)We shall establish a “JUKI Corporate Code of Conduct” prescribing the basic ways we are to act as a company and clarifying the concepts of legal compliance.
(2)We shall establish a “JUKI Employee’s Code of Conduct” as a detailed standard of behavior for employees in the execution of their duties, and shall strive to carry out thorough legal compliance.
(3) In order to carry out thorough legal compliance, our department in charge of legal affairs shall conduct and disseminate education on compliance and managerial activities.
(4) We shall appoint an officer in charge of internal control and compliance and endeavor to control the related organizations and activities.
(5) Our “Regulations on Compliance” shall establish a system and procedures for the compliance of our company and the group companies.
(6) We shall provide a “consultation service for employees” to directly respond to employees’ questions on compliance.
6 System for reporting to our company on matters regarding the execution of the duties of the directors of our group company, etc.
(1) A group company shall report management policies and management plans to our company in “the Group Management Meeting” to enable our company to check and adjust the same.
(2) A group company shall report to our company in accordance with the “Regulation on the Management of Group Companies,” regularly according to need.
(3) The directors of a group company, etc. shall report promptly to our executive officer in charge of internal control and compliance in the event that there are facts indicating remarkable damage incurred by a company, fraudulence in a director’s execution of duties, or violations in regulations or the articles of incorporation.
7 Other systems to ensure adequate business in the business group consisting of our company and the group companies.
(1) We shall establish a management control system according to our functional organization in our “Regulations on Organization” and “the Regulations on the Management of Our Group Companies.”
(2) We shall establish a rule on decision-making on the distribution of management resources in our group companies in the “Regulations of Authority.”
(3) Our Internal Auditing Department shall conduct internal audits of our group companies when needed.
8 Matters regarding an employee appointed by an auditor to assist the directors in the execution of their duties
(1) We shall stablish “an auditor’s office” that reports to the auditor as an organization to assist the auditor.
9 Matters regarding the independence of the employee stipulated in the preceding clause from the directors and measures taken to secure the effectiveness of instructions from the directors to the said employee
(1) An auditor may remark on a personnel transfer and personnel evaluation of an employee who belongs to “an auditor’s office.”
(2) An employee who belongs to “an auditor’s office” collects information necessary for the auditor’s audit promptly in accordance with the auditor’s instructions.
10 System for enabling our directors, directors of our group companies and employees to report to the auditor
(1) A full-time auditor shall attend meetings of important bodies such as the Board of Directors Meeting, Management Strategy Council, Group Management Meeting, Risk Management Meeting, etc. to collect necessary information in person.
(2) Our directors, directors of our group companies, and employees shall report to an auditor promptly upon becoming aware of any facts suggestive of the risk that the company will incur remarkable damage, that a director has committed fraud in the execution of duties, or that the regulations or articles of incorporation of the company are violated.
(3) An auditor shall receive information that an auditor judges to be necessary directly from a department in charge, directors of our group companies, and employees.
11 System to ensure that a person who has made a report stipulated in the preceding clause is not unfavorably treated on the grounds of making the said report.
(1) The “compliance regulations” clearly state that a person who reports to an auditor are not to be unfavorably treated for doing so, and our directors, directors of our group company, and employees shall be kept informed about this regulation.
12 Policies regarding procedures for advance payment of expenses or reimbursement of expenses that accrue during the execution of an auditor’s work or regarding the processing of expenses or debts that accrue during the execution of other work.
(1) We shall pay expenses that accrue during the execution of an auditor’s work and appropriate the budget an auditor plans every year.
(2) When an auditor judges that the occurrence of expenses is necessary to ensure the effectiveness of an audit, we shall handle the expenses appropriately even if they are outside the budget stipulated in the preceding item.
13 Other systems to ensure that an auditor’s audit is conducted effectively
(1) In addition to attending the board of directors meetings to express his or her opinions, an auditor may exchange views with a representative director at any time to raise the effectiveness of the auditor’s audit.
(2) An auditor shall cooperate with the Internal Auditing Department and conduct audits as the need arises.
(3) An auditor shall cooperate with a corporate lawyer and a certified public account (CPA) and conduct audits as the need arises.
14 System to ensure the reliability of financial reports
(1) We shall prepare and operate a system that enables the effective functioning of the internal control of financial reports in order to ensure the reliability of the reports.
Established: May 17, 2006
Revised: May 11, 2015