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Governance Initiatives

Corporate Governance System

VECTOR INC. believes that increasing the efficiency and soundness of management and building a fair and highly transparent management system are essential for achieving stable growth and development.

Basic Philosophy on Corporate Governance

VECTOR INC. believes that increasing the efficiency and soundness of management and building a fair and highly transparent management system are essential for achieving stable growth and development. In particular, strengthening corporate governance is regarded as a critical management issue for the Company, as we handle new information on the products and services of client companies. These efforts are reviewed as required to boost their effectiveness. The Board of Directors implements checks and balances to ensure fair decision-making by having five highly independent external directors and two external auditors take part in meetings and actively share information. The VECTOR Group has also adopted a corporate auditor system in which each auditor audits the legality of business execution by the directors. In addition, the Group convenes meetings of the Compliance Risk Committee comprised of the heads of subsidiaries and core business units. This committee evaluates and manages risk such as compliance risk, operational risk and financial risk, responds as required, and disseminates risk-related information in an effort to bolster the Group’s corporate governance.

Corporate Governance System

VECTOR INC. operates as a company with a Board of Directors and a Board of Auditors. The Board of Directors makes decisions regarding important matters concerning the management of the business and oversees the execution of business by directors. Representative Director Keiji Nishie serves as the chairperson, and it is comprised of nine members (four internal directors, five external directors). The Board of Auditors is independent from the Board of Directors, and it is responsible for monitoring its business execution. Full-time Auditor Kazutora Mori serves as the chairperson, and it is comprised of three members (one internal auditor, two external auditors). The auditors attend all meetings of the Board of Directors and make their monitoring functions for directors effective by engaging in lively opinion exchange. In addition, full-time auditors carry out audits throughout the entire Group, monitoring the approval of important proposals. The Internal Audit Department has also been established under the direct control of the Representative Director in order to strengthen the supervision of management.

Diagram of corporate governance system

Diagram of timely disclosure system

Evaluation of the effectiveness of the Board of Directors

In March 2022, the Board of Directors carried out an evaluation survey participated in by the 12 members across the Board of Directors and the Board of Auditors. Survey answers were provided directly to an external organization, allowing anonymity to be preserved. Analysis, discussion, and evaluation were then undertaken based on a report of the collected results at the regular meeting of the Board of Directors in April 2022.

Survey details

Evaluation target:

Meetings of the Board of Directors held between March 2021 and February 2022.


All members of the Board of Directors and the Board of Auditors (12 in total)

Survey period:

Throughout March 2022


Evaluation items
・Composition of the Board of Directors
・Operation of the Board of Directors
・Discussion by the Board of Directors
・The member's own activities
Evaluation method
・The survey contained a five-stage self-evaluation for each question. It included sections where participants could freely enter information regarding points they deemed to be necessary to further increase the effectiveness of the Board of Directors. Analysis, discussion, and evaluation were then undertaken at a meeting of the Board of Directors.

Results of analysis and evaluation

Based on the results of analysis, discussion, and evaluation by the Board of Directors, it was found that there was improvement in the prior provision of documents required for deliberation, which was identified as an issue in FY2021, and that the Board of Directors was functioning effectively overall. However, for each of the evaluation areas, issues that need to be addressed were identified as below.

1.Training: Provision of training opportunities requested by employees
2.The member’s own activities: Exchange of information among external directors

Future initiatives based on the evaluation results

In addition to continuing to evaluate and analyze the effectiveness of the Board of Directors, the Company will work to maintain and enhance the Board’s effectiveness through discussing identified issues at Board meetings as necessary and continuing to carry out improvements.

Basic Approach for the Management of Subsidiaries

To support its lasting development, the Group is working to clarify management responsibilities and ensure management transparency, efficiency, and soundness. With an increase in the number of its Group companies both in Japan and overseas, we are continuing to grow while rapidly expanding our business domains and new areas of service.
In light of this, the Group is developing an effective management system to respond to the expanding business scale. In addition to ensuring business execution complies with laws and internal regulations, it carries out internal audits regularly, working to conduct operations appropriately and protect its assets. Furthermore, the Group endeavors to enhance management efficiency in order to improve the effectiveness of these efforts.

・The Group has established the “VECTOR Group Compliance Policy” as the basic standard and put in place “Compliance Risk Management Rules” and “Rules on Responding to Incidents and Scandals” for its subsidiaries. The Compliance Risk Committee is also building a system that allows the Group to detect potential risks an early stage and take swift and appropriate measures in regard to incidents and scandals.

・In principle, directors and auditors shall be dispatched to each subsidiary, and by supervising and auditing the execution of duties, they shall provide guidance and support for the development of a framework that ensures subsidiaries comply with laws and conduct operations appropriately.

・The Internal Audit Department shall periodically conduct internal audits of subsidiaries and provide necessary guidance and support to ensure the soundness of each company.


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Corporate Ethics

VECTOR INC. and its Group companies value the human rights of all people involved in their business activities, such as directors, employees, (including part-time and temporary employees) and those engaged in the operations of their subcontractors. We strive to create an environment where employees can work as themselves, without being subject to any discrimination or harassment in their employment and treatment, on the basis of attributes such as race, religion, gender, age, sexual orientation, gender identity, gender expression, disability, and nationality.

Furthermore, we provide an appropriate standard of wages, complying with minimum wage and other such laws, regulations, and labor standards in the countries and regions where we conduct businesses activities. In consideration of workers’ rights, we maintain harmonious industrial relations by selecting employee representatives in a fair and appropriate manner.

The Company has established a framework that enables directors and employees to consult with and report to Compliance Risk Committee members in the event that they notice actions which may violate compliance, or behavior which they feel constitutes harassment. In addition, we regularly conduct moral training and other training in an effort to ensure that compliance is upheld in all business activities.

VECTOR Group Basic Policy on Anti-Corruption

VECTOR INC. and the VECTOR Group prohibit acts of corruption involving the abuse of one’s own or a third party’s professional authority or position, such as bribery, conflicts of interest, embezzlement, demand of benefits, and bid rigging. We also prohibit corruption involving the business partners of the Company or our affiliated subsidiaries. The Group has formulated this policy in accordance with the anti-corruption approach outlined in the 10 principles of the United Nations Global Compact as a guideline for strengthening anti-corruption efforts and fulfilling such responsibilities.

1.Scope of application
This policy applies to all officers and employees of VECTOR INC. and its consolidated subsidiaries.

2.Compliance with standards, laws, and regulations
We understand and comply with corruption-related laws and regulations in Japan as well as relevant laws and regulations in each country where the VECTOR Group operates its businesses.

3.Anti-corruption Initiatives
(1)Prohibition of bribery
We prohibit the direct or indirect giving, offering, promising, or receiving of bribes regardless of the persons involved.

To ensure accountability in relation to compliance with this basic policy, officers and employees comply with financial reporting procedures and keep accurate and appropriate accounting records. Relevant documents are also stored appropriately.

(3)Dissemination and education
We disseminate this policy and related rules to the officers and employees of VECTOR INC. and its consolidated subsidiaries by making it available on our intranet at all times. We also provide training to deepen understanding.
In addition, we work to ensure our stakeholders understand this policy by disclosing it on our corporate site and providing information to the business partners of the VECTOR Group.

(4)Reporting system
In the event that legal violations relating to bribery or other forms of corruption are detected, such matters are promptly reported and appropriately addressed.

The VECTOR Group has established an internal compliance whistleblower hotline separate to the regular reporting system, whereby reports do not need to be made via the superiors or managers of the department belonged to. This ensures that whistleblowers are not treated disadvantageously or subject to retaliation regardless of the content of their reports.

Establishment of the COVID-19 Countermeasures Office

The VECTOR Group established a COVID-19 Countermeasures Office to respond to the state of emergency declared by the Japanese Government in April 2020 due to the growing COVID-19 pandemic. The office has continued its activities to prevent the spread of infection after the declaration of emergency was lifted.

Basic policies

In addition to implementing effective measures to respond to the pandemic systematically and at an early stage, the VECTOR Group has established three basic policies to support the stable continuation of priority business operations.

Ensuring Safety

The protection of the lives of employees and their families, as well as the lives of partners, customers, and members of the surrounding society is the Group’s highest priority.

Preventing the Spread of Infection

The Group will establish measures to prevent infection, secure epidemic prevention materials, and from both a company-wide perspective and a perspective of social responsibility, will strive to prevent infection from reaching our partners.

Continuation of Business

While complying with laws, regulations, and government directives, the Group will establish systems, such as telework required for continuous operations.

Measures for the prevention of infection and business continuity

Response as individual employees

Limit travel to areas with many people (shopping districts, tourist sites, etc.) as much as possible.

Thoroughly practice face mask wearing, hand washing, alcohol sanitizing, etc.

Frequently ventilate

Measures as a company

Promotion of telework

Lower the risk of infection from going outside
Note: The necessity of traveling to the office for work is judged by each company and department after the employee consults with their supervisors.

Partial revision to the telework guidelines

1 .The condition stipulating that telework is only available to employees with at least one year of continuous service has been removed.
2 .If an employee wishes to do telework three or more days per week, the request will be decided by leaders at each Group company and those in charge of each business.
3 .The previous approval application process is no longer required, and employees can acquire approval directly from their supervisors via email.

Recommending online meetings

The conducting of meetings online has been recommended, whether they are held internally or externally.