| The OLC Group aims to enhance corporate governance in order to increase management transparency and fairness and raise the Group's corporate value |
Basic Policy |
The OLC Group is working to raise corporate value with "Innovate OLC 2010," its medium-term plan for the four years ending March 2011. We consider and then act on what we can do for customers and society, based on our business mission of providing "dreams, excitement, joy and happiness," which is the origin of the OLC Group. Also, we will continue working to strengthen corporate governance, based on our understanding of the importance of raising management transparency and fairness, achieving sustainable growth and development, and fulfilling our social responsibilities. Specifically, we are primarily engaged in the following activities.
First, the OLC Group is reinforcing internal controls in ways such as creating a comprehensive compliance system, strengthening its information management system, and establishing a risk management system.
Second, the OLC Group is also promoting reinforcement of management oversight functions by enhancing the audit system with independent accounting audits and internal audits.
Third, the OLC Group is conducting active information disclosure to increase its management transparency.
However, even with this governance system in place, ultimately the awareness of the people who use the system will decide if it will function or not. The OLC Group is working to spread and provide education about OLC-WAY 2010, a set of shared promises among all officers and employees. Having all officers and employees fulfill the promises of "Honesty," "Execution" and "Healthy conflict" contained in OLC-WAY 2010 will foster a highly compliance-aware corporate culture and corporate climate.
By conducting honest management that emphasizes corporate ethics through these measures, we aim to increase our corporate value and deepen the high evaluation of our stockholders and other stakeholders.
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OLC-WAY 2010
1. Honesty Do the right thing!
2. Execution Do it yourself!
3. Healthy conflict Break down barriers!
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Basic System |
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1. Business Execution
Oriental Land ("the Company") has introduced a Corporate Officer System to strengthen overall control of Group management. The purpose of the Corporate Officer System is to more clearly define supervisory and executive responsibilities in each of the OLC Group 's businesses, strengthen the management supervisory functions of directors by shifting the focus of their roles to supervision, and accelerate decision making by promoting delegation of authority to corporate officers.
The Board of Directors consists of 12 directors, including one external director. Board of Directors meetings are held once a month in principle. All corporate auditors attend the meetings, whether or not they hold standing positions.
In addition, we promote swift and accurate decision making
through bodies that decide on important matters concerning business
execution of authority delegated by the Board of Directors, excluding
items to be resolved by the Board. We established the "Executive
Committee" to decide on matters related to overall Company management,
and the "Theme Park Committee" to make decisions concerning
the theme park business.
2. Auditing and Supervision
In the Corporate Auditor System adopted by the Company, the two
standing corporate auditors attend meetings of the Board of Directors,
Executive Committee and Theme Park Committee, as well as other
meetings and committees the corporate auditors deem important,
where they state their opinions. Three of the four corporate auditors are
external auditors, a structure that brings in opinions from an objective
and independent standpoint to enable effective audits. To assist the corporate
auditors in their duties, we have appointed specialized staff, and
we promote timely reporting of necessary and pertinent information for
audits with the formulation of the "Policy for Reporting to Auditors,"
which stipulates what matters officers and employees must report to
corporate auditors, as well as the timing and method of reporting.
In accordance with auditing policy and its basic audit plan, corporate
auditors carry out activities including listening to reports from
directors and employees and viewing important documents, while
working to ensure the effectiveness of its audits by discussing the status
of deliberation at important meetings, audit results and other matters
among the corporate auditors.
The Company has clarified the corporate auditors ' role and work
responsibilities by setting the "Regulations for the Board of Corporate
Auditors" and the "Audit Standards for Corporate Auditors" as a
means of establishing and maintaining good corporate governance.
The Company has enhanced internal control with the establishment
of an Internal Auditing Department to conduct internal audits on compliance
with laws and internal rules and efficient business execution.
The Internal Auditing Department, the standing corporate auditors
and the independent auditors conduct cooperative auditing with regular
meetings of the three parties and regular opportunities for the Internal
Auditing Department to report audit results to the standing corporate
auditors, as well as meetings that provide the opportunity to communicate
and report as needed.
To ensure accurate accounting, we receive audits by KPMG AZSA & Co. |
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Reinforcing the Internal Control System |
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1. Strengthening Operations to Ensure Compliance
We have established the "OLC Group Code of Compliance," which
outlines the rules for officers ' and employees ' compliance with ethics
and laws, and "Business Guidelines," which serve as rules of conduct
for more detailed compliance.
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OLC Group Code of Compliance
The OLC Group 's officers and employees have a strong ethical commitment
to compliance with external laws and regulations and internal rules.
1. Prioritize safety above all else.
2. Respect human rights and prevent discrimination and harassment.
3. Engage in fair and transparent transactions.
4. Strictly control confidential information including personal information.
5. Take a firm stance toward anti-social organizations. |
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In addition, we set up the "Compliance Committee," which is
chaired by a designee of the president, to ensure the legality of the
Company 's management and promote a spirit of compliance. If the
committee discovers misconduct by an officer or employee or a serious
violation of law or the Company 's articles of incorporation, it conducts
the necessary investigations and reports its findings to management or
to the Executive Committee and the Board of Corporate Auditors.
Moreover, we systematically and continuously conduct internal education
and awareness efforts regarding compliance and monitor the
status of compliance in the Company. As part of these efforts, we have
set up an Employee Consultation Office as a channel for internal
reporting within the OLC Group.
The themes of the OLC Group 's compliance seminars for the three
target groups of officers, managers and regular employees vary. Since
the start of the seminars in 2003, they have been held every year with
full participation. From the fiscal year ended March 2009, the OLC Group
is developing more practical education with the introduction of original
e-learning for regular employees that was produced by the OLC Group 's
compliance managers and group discussions that use case studies.
＜Examples of Group Discussions that Use Case Studies＞
- Protection of Intellectual Property Rights
- Prevention of Moral Harassment
- Disclosure of Negative Information
2. Reinforcing the Information Management System
Information related to directors ' execution of their duties is properly
stored and managed in accordance with laws and internal regulations
including the "OLC Group Information Security Policy" and "Document
Rules." An "Information Security Management Committee" chaired by
the director in charge of the General Affairs Department has been created
to oversee management of information.
3. Entrenching the Risk Management System
Risk management is implemented in accordance with the "OLC
Group Risk Management Guidelines." In addition, the "Risk
Assessment Committee," chaired by the director in charge of the
Corporate Management Planning Division, identifies, evaluates and prioritizes
risks that the OLC Group faces, based on which it establishes
and manages the overall risk management cycle to formulate individual
preventative and response measures.
Further, we have the "ECC (Emergency Control Center)" to serve as a
response unit in the event that risks materialize.
4. Reinforcing Decision Making, Authority and Responsibilities
We have defined the administrative duties of each department and
the Company 's ranking system in the "Organizational Rules," and the
authority of each position and the chain of command in the "Rules of
Administrative Authority," in order to ensure directors ' efficient execution
of duties. |
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Reinforcing Management Oversight Functions |
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1. Further Upgrading the Supervisory System
We have also set "Audit Standards for Corporate Auditors," which provides standards and action guidelines for corporate auditors to follow in conducting their audits. The corporate auditors report to the Board of Directors if they discover any activity by a director that violates the law or the articles of incorporation. In addition, we promote timely reporting of necessary and pertinent information for audits with the formulation of the "Policy for Reporting to Auditors," which stipulates what matters officers and employees must report to corporate auditors, as well as the timing and method of reporting. Additionally, we have appointed specialized staff in order to assist the corporate auditors in their duties, and we also have an Internal Auditing Department that serves as a department for internal auditing independent from business execution departments. |
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2. Ensuring the Reliability of Financial Reports
The Financial Instruments and Exchange Law requires listed companies to have internal control reporting systems for results from the reporting period ended March 2009, which consist of producing "evaluation reports on internal controls for management 's financial reporting and audits by external auditors of those evaluations." Taking the lead in this area, to ensure the reliability of financial reports we established the "Internal Control Committee," chaired by the president, in November 2006 to promote the building of an internal control system for financial reporting as set forth in the Financial Instruments and Exchange Law.
For the fiscal year ended March 2009, the first year of the internal control reporting systems, the OLC Group evaluated and improved the condition and application of the system. As a result, we judged that our internal controls for consolidated financial reporting were effective as of March 31, 2009, and submitted an internal control report on the results of the evaluation. The contents are being audited by an external auditor. The OLC Group will continue working to reinforce internal controls through ongoing evaluations of the system 's condition and application. |
| CORPORATE GOVERNANCE STRUCTURE |
| (As of June 26, 2009) |
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Increasing Management Transparency |
The OLC Group has established a "disclosure policy" and carries out fair, timely and appropriate disclosure of information to investors and all other stakeholders. In addition to disclosure in compliance with the Financial Instruments and Exchange Law, other related regulations and the Tokyo Stock Exchange 's regulations on timely disclosure, the OLC Group gathers, analyzes and actively discloses information in cases that may have a material effect on investment decisions involving the Company.
For example, we disclose and simultaneously distribute major press releases to registered investors in Japan and overseas concerning matters including financial results and the introduction of new facilities. In addition, Japanese and English materials are published on our website. Japanese-language presentation materials related to financial results meetings are distributed the day of the meeting, and explanatory materials included in the presentation are put up on the website as well. Further, summaries of the meetings ' Q&A sessions are published the following day. The Tokyo Stock Exchange 's TDnet carries not only financial statements but also supplementary materials.
This highly transparent disclosure is proof that top management is taking the initiative in IR activities. This does not stop at financial results presentation meetings, but extends to meetings with Japanese and overseas investors and as much communication as possible through interview sessions. IR professionals regularly share the opinions of investors they have gathered with top management. During the fiscal year ended March 2009, they shared the opinions of investors in Japan gathered through 250 interview sessions and visits, and the opinions of overseas investors gathered through conferences in Japan and four roadshows overseas, one each in Europe and North America and two in Asia.
In addition, the thousands of opinions, suggestions and evaluations received from our approximately 120,000 individual stockholders through questionnaires were sorted by content for regular feedback for appropriate managers and departments so we could work to improve our management and business activities. Furthermore, we hold internal explanatory meetings for individual departments that use our financial results meeting materials dozens of times a year in order to communicate our stockholders ' opinions to employees in detail.
Through this highly transparent information disclosure and proactive communication, we work to form mutual understanding and trust with stakeholders in order to practice the "interactive management" that is one of the OLC Group 's management positions. |
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Compensation Paid to Directors and Corporate Auditors and Audit Compensation |
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In the fiscal year ended March 2009, compensation paid to directors and corporate auditors and compensation paid to independent auditors (compensation for services prescribed in Article 2, Paragraph 1 of the Certified Public Accountant Law of Japan and compensation for other services) was as follows. |
Compensation Paid to Directors and Corporate Auditors
(Fiscal year ended March 31, 2009) |
| (¥ million) |
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Recipients | Amount |
| Compensation paid to directors [Compensation paid to external directors included in above] |
13[2] |
435[11] |
| Compensation paid to corporate auditors [Compensation paid to external corporate auditors included in above] |
6[5] |
65[38] |
| Total |
17 |
500 |
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| Notes: | 1. | The above figures include two external corporate auditors who retired as of the
end of the 48th General Meeting of Stockholders held on June 27, 2008. |
| 2. | Employee wages are not paid to directors who work concurrently as employees of
the Company. |
| 3. | The Company has abolished bonuses to directors, and such bonuses are not
included in compensation paid to directors. |
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Audit Compensation
(Fiscal year ended March 31, 2009) |
| (¥ million) |
Compensation based on Article 2, Paragraph 1 of
the Certified Public Accountant Law |
85 |
| Other compensation |
4 |
| Total |
89 |
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| Note: | The Company 's auditing contract with the independent auditors does not clearly differentiate compensation for auditing as based on the Company Law or the Financial Instruments and Exchange Law. Because the amounts cannot be practically differentiated, compensation, etc. for the period is listed in the total. |
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Policy Regarding Control of the Company |
The OLC Group 's management policy is to raise corporate value by continuing to be a company that is widely loved and familiar, deepening
the trust and understanding of all its stakeholders, and maximizing the resulting cash flow.
This management policy is aimed at continued long-term growth and is not meant for pursuing short-term profits. The Company will not categorically reject the reform or vitalization of management through the transfer of rights to control the Company, nor obstruct an acquisition with the potential to further enhance corporate value or the common benefit of stockholders. The Company currently has no specific predetermined anti-hostile takeover measures. However, the Company believes it is inappropriate for an individual or financial entity who may work to the detriment of the Company 's corporate value (including individuals or financial entities that attempt to manage without regard to the Company 's management policies) to control decision making regarding the Company 's financial or operational policy. In the event such an individual or financial entity should appear, the Board of Directors will consider appropriate measures with outside experts and implement countermeasures in response to conditions. |
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