RENOVA operates its business in line with its mission, “to create green and sustainable energy systems for a better world,” and its vision, “to become Asia’s renewable energy leader.”
RENOVA believes that to achieve these goals it is important to gain the trust of local communities, its customers, shareholders, employees, and all other stakeholders. To this end, it is strengthening and improving its corporate governance by building a legal compliance system, quick decision-making and business execution system, and appropriate supervision and monitoring systems.
Governance
- Basic Policy on Corporate Governance
- Policy on Stock Ownership by Directors
- RENOVA Group Anti-Corruption Policy
- Operational Status of Anti-Corruption Policy
Basic Policy on Corporate Governance
Policy on Stock Ownership by Directors
In 2018 and 2021 respectively, the Company introduced a performance-based stock compensation plan using a trust, as an incentive plan for Directors (compensation is not based on performance for External Directors) aimed at further increasing motivation to contribute to improving the Company’s medium- and long-term business performance and stock value by clarifying the linkage between compensation for the Directors and the Company’s stock value. The stock compensation plan introduced in 2018 covers only External Directors and consists of nonperformance-based stock compensation, which is not linked to business performance at all. The ratio of nonperformance-based stock compensation to the basic compensation is 20% across the board.
The performance-linked indicator emphasized in the stock compensation plan introduced in 2021 is the cumulative total power generation capacity (GW) of renewable energy plants in operation, plants whose development-related investments have been determined, and plants acknowledged in development pipelines. The calculation method for the amount of performance-based stock compensation is determined by the Board of Directors in accordance with factors such as degree of contribution, level of expectation and degree of achievement of performance targets and based on the deliberations and recommendations of the Nomination and Compensation Committee.
RENOVA Group Anti-Corruption Policy
The RENOVA Group (hereinafter also referred to as “we,” “our” and “us”) has established the following Anti-Corruption Policy in accordance with its corporate philosophy. We are committed to conducting business with integrity and transparency, striving to prevent any form of corruption, and to building and maintaining fair and sound long-term relationships with all of our stakeholders on the basis of mutual trust.
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Prohibition of Corrupt Activities
The RENOVA Group strictly prohibits any act of corruption, including offering, promising, giving, accepting, or soliciting anything of value as an inducement for action, regardless of its form or intent. This includes the provision of gifts, entertainment, or other types of benefits in excess of what is considered socially acceptable.
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Management Commitment
The RENOVA Group’s management team is keenly aware of the importance of corporate ethics and members will conduct themselves in an exemplary manner in day-to-day activities and take full responsibility for preventing acts of corruption.
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Compliance with Laws and Regulations
The RENOVA Group complies with all applicable anti-corruption laws, regulations and international treaties in each of the countries and areas where we operate, ensuring adherence to both domestic and global standards. We also require our business partners and agents to comply with the laws.
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Promotion Structure
The RENOVA Group has established and will maintain comprehensive internal rules and procedures to prevent corruption in accordance with the laws and regulations that apply to each of the countries and areas where we operate. This includes conducting regular assessments of the effectiveness of these controls and the status of compliance with the internal rules through periodic monitoring and internal audits and implementing necessary revisions based on the findings.
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Proper Accounting and Record-Keeping
The RENOVA Group will maintain reasonably detailed and accurate books and records of all transactions in order to fulfill its accountability concerning compliance with this policy as well as applicable laws and regulations regarding the prevention of acts of corruption that apply to the regions where it conducts business.
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Education and Training
The RENOVA Group will provide education and training to its officers and employees to raise awareness of this policy and emphasize the importance of corruption prevention.
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Establishment and Operation of “Whistleblower” Program
The RENOVA Group has established the Corporate Ethics Hotline to respond to grievances, consultation requests, and reports from officers and employees concerning any acts or suspected acts in violation of this policy in order to ensure prevention and early detection of corrupt activities. We will operate the Hotline program appropriately to prevent any retaliatory acts against those lodging grievances or complaints or any breach of required confidentiality concerning the reported and related matters.
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Disciplinary Actions
The RENOVA Group imposes strict disciplinary measures in accordance with its Work Rules and other internal rules on any officer or employee who violates any applicable anti-corruption laws or regulations, or internal rules (including this policy) in each of the countries and areas where we operate. In addition to personal legal liability, such individuals will be subject to appropriate penalties as stipulated in our corporate policy.
Operational Status of Anti-Corruption Policy
The RENOVA Group (hereinafter also referred to as “we,” “our” and “us”) has established an anti-corruption policy. We observe laws, regulations and other arrangements concerning prevention of acts of corruption in different countries applicable to regions where we operate, carry out fair business activities in accordance with sound commercial practices and with social norms and strive to prevent any act of corruption.
In addition, the RENOVA Group has constructed a system for preventing acts of corruption, especially acts of bribery of public officers in individual countries where it operates, and has established the Rules for Prevention of Corruption of Foreign Public Officialsas rules to be observed by its officers, employees and stakeholders. Furthermore, the Rules for Prevention of Corruption of Foreign Public Officials have descriptions and notes on laws, regulations and other arrangements regarding the prevention of acts of corruption in individual countries where we operate. We provide training to officers and employees of our subsidiaries based in individual countries in order to make the said rules known to and observed by them.
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Training
The RENOVA Group provides training on prevention of acts of corruption and obtains letters of commitment to the observance of the Commitment to Compliance from all its officers and employees in the annual confirmation of the Commitment to Compliance with a view to raising their overall ethical awareness.
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Auditing
The RENOVA Group carries out at least one audit each year according to the risk level in order to examine if its measures are properly implemented in accordance with the Rules for Internal Audit.
For the fiscal year ending March 31, 2025 to date, no officers or employees have been found in violation of the anti-corruption rules and no fines have been levied in connection with corruption.