Corporate Governance
Please refer to the Corporate Governance page for information on the Company's basic approach to corporate governance, corporate governance structure, executive remuneration, etc.
Strengthening Group Governance
Mergers and acquisitions accompanying overseas business expansion are crucial with respect to facilitating growth of the OUTSOURCING Group as it encounters growth potential underpinned by the worldʼs increasing population. On the other hand, each of the Group companies must build its own governance framework based on the determined global governance policy amid a reality where companies are exposed to different business risks depending on their country and industry. We have been working to strengthen governance throughout the Group by establishing a definition of group governance necessary to achieve dramatic growth going forward and setting priority measures for respective years.
In line with its business development worldwide, the Group has been actively adopting the MCR with the aim of minimizing its operational risk even when it comes to its small and medium-sized Group companies overseas that are not subject to internal control evaluation (J-SOX).Internal Control for Promoting Both J-SOX and MCR (Minimum Control Requirements)
We engage in repeated explanation, creation, verification, and confirmation over our six-stage approach to adopting the MCR, so that the top management of each Group company can formulate and implement the requisite strengthening measures. Since it is each Group company’s ability to continue as a going concern that supports the initiatives for sustainability of the Group, such ability is essential for stable management, and therefore, from FY2020, the third year of MCR’s introduction, the Group has added “business continuity” as a control item, and will make efforts to further strengthen initiatives. Currently, companies comprising 60% or more of consolidated revenue are subject to J-SOX, and companies comprising the remaining 40% are adopting MCR.
◆Continuously improving the quality of global group management
Objective: Accelerate management decision-making / improve efficiency through autonomous management ◆Minimizing risks by thoroughly implementing rules
Objective: Prevent problems from occurring in advance by enforcing rules ◆Group platform creation led by the head office
Objective: Strengthen the Group management base
* MCR (Minimum Control Requirement) is an internal control scheme unique to the OUTSOURCING Group. Under this autonomous internal control scheme, each Group company selects and prepares risk management items based on the template created by the head office, and each company’s management conducts a self-inspection by mutual inspection between divisions. It contributes to raising awareness of risks in management by coordinating with the head office.
Stages for creating the Minimum Control Requirements (MCR)
Self-assessment stag
Stage 0
Stage 1
Stage 2
Stage 3
Stage 4
Final stage
Introduction and explanation of the MCR by the Company
Each Group company starts creating the MCR
Integrated support from the MCR creation to completion by the Company
The MCR introduced into each Group company’s own business
Guidance on the self-assessment method by the Company
Periodic self-assessment and reporting on important controls by each Group company selected each year by the Company
Medium-Term Priority Measures
・Further disseminate the OUTSOURCING Group’s Corporate Principles to top managements of Group companies
・Strengthen filters during M&A through governance due diligence (including human rights due diligence) with awareness of sustainability
・Improve awareness of business succession by adding to MCR* evaluation items
・Continuous maintenance of internal control (J-SOX and MCR)
・E-learning to further disseminate rules such as the Code of Corporate Ethics and Conduct
・Through webinars, expand adoption of the anti-corruption regulations and whistle-blowing system to new Group companies and repeatedly conduct training at existing companies
・Accounting: Streamline and speed up consolidated settlement operations and introduce systems to overseas companies
・Finance: Strengthen financial functions / consider global fund management initiatives
・IT: Achieve cybersecurity management that supports business growth based on the new Corporate Principles
・IT: Leverage cutting-edge digital technology to transform Group services and business models
・HR: Create a human resource development / education / training system that combines personnel strategies of all Group companies
・HR: Foster a sense of unity and Group engagement through the development of the “CQ Project” for inter-cultural understanding and create Group strength
Introduction of Initiatives
The OUTSOURCING Group emphasizes the establishment and operation of a legal compliance system as stated in the OUTSOURCING Group Code of Corporate Ethics and Conduct and the global governance policy, and as part of those efforts, focuses on preventing corruption. To ensure compliance, in addition to appropriate management in accordance with anticorruption regulations for subsidiaries and associates to prohibit all forms of bribery and other types of corruption, the Group has also established a system for continually conducting employee training using e-learning, etc.
The Company led the industry in introducing an internal reporting system as a whistle blowing system in 2008 for all employees, including contract workers and dispatched employees, that was outsourced to a neutral third party, a specialist in human resources and labor law. By responding appropriately at an early stage in the event of a violation of law, misconduct, unethical behavior, socially unacceptable behavior, etc., while systematically ensuring the protection of whistleblowers, the Group has established risk management in business operations and a more robust legal compliance system. The OUTSOURCING Groupʼs divisions and Group companies have been primarily endeavoring to comply with labor laws and regulations. In June 2022, the Companyʼs Legal Department spearheaded efforts to restructure the compliance system centered on the Company, upon having determined that compliance should have extensive reach including financial accounting. Restructuring of the compliance system involved the following initiatives. The Group has prepared a number of e-learning training courses regarding compliance for all in-house employees including dispatched employees in Japan.
The online training related to internal control was expanded in April 2021 based on the belief that strengthening “internal control” is essential to prevent human errors and misconduct and achieve growth of the Company.
Anti-corruption training
Group-wide training by an outside attorney
Overseas whistle-blowing systems
Together with its global expansion, the Group expanded the scope of the internal reporting system as the common whistleblowing system used worldwide, and the system supports reporting using a wide range of means, such as telephone calls, short message services, e-mails, letters, etc. in the local language, English and Japanese. In Central and South America, to build a scheme targeting not only Group company employees, but also customers, suppliers and contractors, the Group is working with OSI SOUTH AMERICA HOLDINGS SpA (OSSA) to select partners and build a system for this project. Moreover, in Europe where there are historical backgrounds to whistle-blowing systems, such systems are put in place in line with each country’s laws, and currently in the Group, OTTO, Liberata, CDER, and CPL have their own internal systems. Moreover, Orizon also plans to formulate and introduce a system in line with the “EU Directive” on the protection of persons who report breaches of Union law.
Recently, in April 2021, the Company held a webinar for global training on the internal reporting system with an attorney-at-law. The webinar provided an opportunity to re-educate the participants about overviews of the internal reporting system and the common whistle-blowing system used worldwide, examples of violations of laws and regulations in each country, a wide range of case studies, etc.
Restructuring the compliance system
Board of Directors
Compliance officer
Head of Corporate Management Division
Corporate Management Division
Legal Department
Compliance Management Division
Publication of compliance articles in group newsletters “Ratoon”
Creation of compliance guidebooks and compliance training
In addition, we have set the stage prior to establishing the compliance training system under development. In early March 2022, we implemented training for directors of the Company and Group companies in Japan, then beginning in May 2022, we have been successively providing other officers and employees with various forms of compliance training based on the training system. Considering the nature of this training, it is likely that we will call on expert lecturers including certified public accountants, attorneys at law, and university professors of law to cover topics related to internal controls and accounting.
Internal control system training (Japan)
The training includes a lineup of 15 different contents, ranging from an introductory explanation of internal control for beginners to advanced courses on internal control reports, etc. for employees engaged in this type of work, allowing participants to gain a deeper understanding of the necessity and importance of internal control.
Furthermore, for employees who have completed the e-learning, additional training is provided through interactive participation in online meetings with an instructor that include explanations of key points in the e-learning videos, case studies, and question and answer sessions. This training boasts a satisfaction rate of 100% among participants.
Online training related to internal control