Governance
Hino thoroughly enforces compliance, the foundation of our corporate activities, and risk management, and has established an effective governance system that it operates.
Corporate Governance
Basic Views
As a company that manufactures and sells trucks and buses needed for transportation and logistics, Hino has set as its Corporate Mission: “We make a better world and future by helping people and goods get where they need to go.” The Group has established the HINO Way, its corporate philosophy, which is composed of the HINO Group’s Corporate Mission, the HINO Sustainability Policy, and the HINO Code of Conduct, and is working to realize the vision for its Ideal State based on the shared values of integrity, contribution, and empathy.
Governance system
Hino is a company with an Audit & Supervisory Board, and has established a Board of
Directors, an Audit & Supervisory Board, and the position of accounting auditor. In addition to the
independent auditing functions of the Audit & Supervisory Board, a majority of the Board of Directors are
independent outside directors, reinforcing the supervisory functions of the Board.
Moreover, we have established multiple committees from the perspective of enhancing corporate governance. In
light of our status as a listed subsidiary, we have established a Special Committee comprised solely of
independent outside directors to confirm the appropriateness of important transactions with the parent
company, a Proposal Review Committee for Officers (which corresponds to a nomination committee) and a
Proposal Remuneration Committee for Officers (which corresponds to a remuneration committee). We have also
established a Corporate Governance Committee, which engages in discussions and issues recommendations with
the involvement of outside officers.
On the business execution side, we have appointed CxOs and Operating Officers who are responsible for
individual functions and have formed a Management Committee tasked with deliberating the management policies
and initiatives of Hino and the Group and reporting information necessary for management.
Risk Management
Basic Policy
Hino has a basic policy of constructing company-wide risk management systems for the entire Group while enhancing each employee’s sensitivity to risk, with the goal of preventing risks from materializing.
Risk Management System
The managers of each department, Chief Officers (CxOs), and Operating Officers are
responsible for executing operations and managing risks of all kinds appropriately. Important risks are
managed on a company-wide basis in consultation with the Board of Directors, the Management Committee or the
like. The Risk Management Committee coordinates with cross-functional management departments and committees
to ensure that company-wide risk management is properly implemented by analyzing, evaluating, and providing
a visual representation of all risks managed by each department in order to further improve the
effectiveness of such a system.
Hino’s Group companies carry out risk assessments and the departments responsible for Group companies work
with cross-functional management departments and committees to support risk management at these
subsidiaries.
We encourage rapid escalation when dealing with incidents and we are working to enhance initial responses.
Compliance
Basic Views
The Hino Group regards compliance, which is the basis for its corporate activities, to comprise both acting in an ethical and appropriate manner in conformance with the expectations of society, as well as complying with laws and regulations. We have implemented a range of measures under our compliance promotion system and are working to enforce and strengthen such measures. The core of these efforts includes our “Three Reforms,” which we formulated in response to the engine certification issues, and enhancement of our compliance program we committed based on our resolution with U.S. authorities.
Promotion system
The Compliance Committee, which consists of directors, auditors and advisors (external attorneys), has been established with the President & CEO, as its chairperson to deliberate on policies and issues related to compliance, to thoroughly reinforce our company-wide compliance systems under the direction and supervision of the Chief Compliance Officer (CCO), focusing on the Compliance Promotion Div., and to have each unit/function and business entity implement compliance measures based on the policies.
