Basic Direction
FGI’s raison d’être is to make companies in all industries aware of the benefits to be gained through innovative structured finance services.
As a boutique investment bank, the Company seeks to address wide-ranging financing needs with original, leading-edge financial products and schemes geared to the changing financial environment.
Through risk-hedging and credit enhancement utilizing insurance and guarantee facilities, FGI demonstrates its core competence—maximizing financial possibilities for each client.
1. Basic concept
At FGI, we recognize that management transparency is invaluable for good corporate governance.
In addition to implementing procedures in accordance with the applicable laws and regulations, such as the Financial Instruments and Exchange Law and the securities exchange regulations for timely disclosure, we take great pain, through timely investor relations (IR) activities, to disclose to shareholders, employees and the market in general, information on our operations, such as financial position, business developments, fiscal performance, risk factors and structures that underpin good corporate governance practices.
2. Corporate Structure
FGI’s organizational structure adopts the auditor system.
The Board of Directors is comprised of six directors.
The ordinary Director Board Meetings are held monthly and the extraordinary Director Board Meetings are held,
if necessary, from time to time, to discuss important issues facing the Company and to decide on appropriate courses of action.
Auditors also attend these meetings to ensure that directors exercise good judgment in the decision-making process.
The Board of Auditors comprises three auditors.
Of which, two auditors are external auditors.
The Board of Auditors meets once a month.
The actions of directors are constantly monitored from an independent standpoint by the auditors,
who track progress in the execution of directors’ duties and ensure the legality of these activities in accordance
with such criteria as auditing plans and auditing policy set by the Board of Auditors.
To assist the auditors, we have made our auditing structure more efficient by promoting communication and
the regular exchange of information from accounting auditors and the Internal Audit Office to the Board of Auditors.
The Management Meeting is an integral component of the corporate structure.
It serves to support highly transparent management and underpins the implementation of flexible business strategies.
In fiscal 2009, the Management Meeting was held 11 times.
These meetings were attended by directors, department managers and people responsible for certain operations.
The meetings facilitated discussion of pertinent operational and business matters,
allowed directors to consult with managers to ascertain appropriate responses to concerns,
and functioned as opportunities for updating activities already in progress.
The Risk Management Compliance Committee, which draws on the knowledge of outside experts,
meets once a month and functions as an advisory board on aspects of compliance relevant to the Company.
3. Status of risk management system
The company has established and put into operation risk management and contingency planning rules and policies under a multi-layered approach.
Risk types are managed individually at the departmental level. Additionally,
the company has prepared a system for across the board risk management. Since December 2009,
when evaluating business transactions, the company has established a transaction screening committee comprised of
representative executive officers from each department, to determine transaction suitability and risk.
To underpin corporate management and day-to-day operations,
the Company continues to reinforce companywide legal risk management through the Compliance Office
and retains the services of a law firm for legal guidance, including fact-based opinions and advice.
The Investment Banking Division obtains legal assistance for each structured finance transaction at the time of arrangement,
and has pertinent documentation checked.
4. Internal audits and status of audits
There is one internal auditing officer exclusive to the Internal Audit Office under the direct supervision of the president.
They are responsible for auditing the operations of divisions, including those of the Company and key members of the Group.
These audits serve to pinpoint the status of business activities in each division and provide direction for addressing problem areas
and building a better legal compliance structure.
The results are forwarded to the president, auditors and concerned parties, and progress on corrective action is monitored.
The Board of Auditors undertakes monthly audits.
Issues of concern are raised with the Board of Directors when deemed necessary and the status of these issues is followed closely.
5. Internal, corporate and accounting auditor interaction
1. Contact between corporate auditors and Internal Audit Office
Corporate auditors maintain close contact with the Internal Audit Office during the implementation of audits to pinpoint the status of
corporate activities and assets and also during the execution of other auditing duties.
Corporate auditors receive reports on every audit undertaken by the Internal Audit Office.
2. Contact between corporate auditors and accounting auditors
Corporate auditors maintain close contact with accounting auditors through several means, including the receipt of quarterly reports.
When required, corporate auditors exchange opinions and information with accounting auditors and
in this capacity may observe on-site audits and attend audit reviews.
