Juntoku International | Corporate Governance

Corporate Governance

Many companies are paying more attention to the subject of good corporate governance Juntoku International is convinced that companies that pay sufficient attention to good corporate governance perform better in the long term.

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Corporate governance

We believe it is our mission to promote good corporate governance among the firms in which we invest on behalf of our clients.

Making efficient use of the voting rights associated with the shares owned is one approach to promote corporate governance. We operate only in the best interests of our clients while voting at shareholders' meetings. We actively engage in communication with the companies in which we invest on behalf of our clients, in addition to exercising our voting rights.


The governance philosophy of Juntoku International

As an asset manager, we are responsible for the stability and growth of our customers' investments. We believe in stewardship and have established many policies, such as our voting policy, to help us fulfill our obligations in this regard. Our governance policy is based on several principles and gives an outline of how we carry out our responsibilities. With the Juntoku International governance policy we comply with different codes and principles:

  • Juntoku International acts fully in accordance with the Best Practices for Engaged Share-Ownership;
  • Juntoku International acts fully in accordance with the ISG (Investor Stewardship Group);
  • Juntoku International complies with the ICGN (International Corporate Governance Network) Global Stewardship Policies.

Corporate Governance

The Board is in charge of the Trust's corporate governance as well as determining its strategic direction.

The following are the directors' responsibilities towards shareholders under the Companies Act:

Principle 1. Establish solid management and oversight foundations.

Principle 2. Organize the board in a way that adds value.

Principle 3. Act in an ethical and responsible manner.

Principle 4. Ensure that corporate reporting is accurate.

Principle 5. Make a balanced and timely disclosure.

Principle 6. Respect the rights of security holders.

Principle 7. Evaluate and manage risk.

Principle 8. Fair and responsible remuneration.


Corporate Governance Guidelines

The Corporate Governance Guidelines has been adopted by the Board of Directors (the “Board”) of Juntoku International in order to assist the Board while exercising its responsibilities.


BOARD MEETINGS

Frequency of Board Meetings

Each year, the Board must hold at least four regularly scheduled meetings. Quarterly, the Board must hold at least one regularly scheduled meeting.

Board Committee Meetings

Sessions of the Board's committees may be held concurrently with the full Board's regularly scheduled meetings.


COMMITTEE MATTERS

Number and Names of Board Committees

The Company shall have three standing committees: Audit, Nominating and Corporate Governance and Compensation. Committee charters established by the Board will explain the purpose and duties of each of these committees. Depending on the circumstances, the Board may seek to organize a new committee or dismiss an existing committee. In addition, the Board may decide to organize ad hoc committees. The composition and areas of competence of such committees are determined by the Board.


Independence of Board Committees

The Audit Committee, the Nominating and Corporate Governance Committee, and the Compensation Committee shall each comprise Independent Directors who have met all relevant legal, regulatory, and stock exchange criteria for appointment to such committees.


Assignment of Committee Members

After consulting with the Chairman of the Board, the Nominating and Corporate Governance Committee will provide recommendations to the Board about the assignment of Board members to other committees. The Board is responsible for appointing the Chairman and members of the committees on an annual basis after examining the recommendations of the Nominating and Corporate Governance Committee.

The Nominating and Corporate Governance Committee will examine its assignments on an annual basis and may consider rotating the Chairman and members in order to balance the benefits of continuity with the advantages of variety of experience and perspectives among the various directors.


LEADERSHIP DEVELOPMENT

Selection of the Chief Executive Officer

The Board of Directors will be in charge of identifying and appointing the Company's Chief Executive Officer. The Board will evaluate a candidate's experience and understanding of the company's business environment, leadership characteristics, knowledge, abilities, expertise, integrity, and reputation in the business community when identifying and appointing the Company's Chief Executive Officer.


Evaluation of the Chief Executive Officer

In accordance with the rules of the Compensation Committee's mandate, the Chief Executive Officer will receive an annual performance review. The Board will assess the Compensation Committee's report to ensure that the Chief Executive Officer is delivering effective long- and short-term leadership for the company.


Succession Planning

The Board must make arrangements for the Chief Executive Officer's succession. The Chief Executive Officer shall review and update an annual report on succession planning for all senior officers of the company, including an assessment of senior managers' potential to succeed the Chief Executive Officer and other senior management positions. Additionally, the Chief Executive Officer should maintain a short-term succession plan that defines a temporary sharing of responsibilities to selected officers of the company in case all or part of the senior officers become unable to fulfill their duties.


Management Development

The Board must establish that a sufficient structure for senior and mid-level management education, development, and succession is in place throughout the company.