Corporate Governance
Basic Concepts of Corporate Governance
The Kewpie Group regards corporate governance as key management infrastructure for achieving sustainable growth of the Group and enhancing corporate value while realizing the Group’s Ideal of “Contributing to the food culture and health of the world.”
We work continuously to develop and enhance corporate governance system that leverages the unique qualities of the Group while valuing dialogue with various stakeholders.
* We define corporate governance as the systems used to secure transparent, fair, swift and resolute decision making to achieve sustainable growth and enhanced corporate value, taking into account the viewpoints of customers, shareholders and other stakeholders.
Basic Policies on the Development and Enhancement of Corporate Governance Systems
- 1.The Company shall respect the rights of its shareholders and ensure the equal treatment of shareholders.
- 2.The Company shall respect the positions and rights of its various stakeholders, including its customers, employees, business partners, shareholders and investors, as well as local communities, and foster appropriate relationships with such parties.
- 3.The Company shall disclose its corporate information in a proper manner and ensure the transparency of its operations.
- 4.The Company shall build mechanisms to facilitate the cooperation of all management resources for its corporate governance systems.
- 5.The Company shall engage in constructive dialog with shareholders who expect medium- to long-term investment returns.
Corporate Governance System
Management / Supervision
Overview (As of February 28, 2022)
| Organizational Form | Company with Audit & Supervisory Board |
|---|---|
| Number of Directors (Members of Board of Directors) | 9 (3 of which are outside directors) |
| Number of Corporate Auditors (Members of Audit & Supervisory Board) | 5 (3 of which are outside corporate auditors) |
| Number of Independent Officers | 6 |
| Voluntarily-formed Committee | Nomination and Remuneration Committee |
| Accounting Auditors | Ernst & Young ShinNihon LLC |
Outside Directors and Outside Corporate Auditors
The Company employs the following six outside directors and outside corporate auditors (the “outside officers”) so that they are able to ensure the objectivity and neutrality of the monitoring function provided to management, and share with the Company independent opinions and suggestions regarding the overall management of the Company, based on their extensive knowledge and experience.
These six outside officers fall into the definition of “independent officers” as stipulated by the Tokyo Stock Exchange, Inc.
These six outside directors and outside corporate auditors have been registered with Tokyo Stock Exchange, Inc. as independent officers who pose no risk involving conflict of interests with ordinary shareholders because they have no special interest in the Company, and because they meet the independence criteria for the Company’s outside officers.
| Outside Directors | Shihoko Urushi | Hitoshi Kashiwaki |
|---|---|---|
| Reason for Appointment | Ms. Urushi has not only abundant experience as an educator, but also a willingness to take on challenges as a manager. We have appointed her as an outside director, expecting her to provide opinions and suggestions on overall management based on her experience and knowledge from a standpoint independent from the Company. | Mr. Kashiwaki has a wealth of experience and a high level of insight, including the development of overseas businesses, as an experienced manager of an operating company engaged in human resources, media-related and other businesses. We have appointed him as an outside director, expecting him to provide opinions and suggestions on overall management based on his experience and knowledge from a standpoint independent from the Company. |
| Important Concurrent Posts Held | President of Shinagawa Joshi Gakuin, Outside Director of Culture Convenience Club Co., Ltd., Outside Corporate Auditor of Tokio Marine & Nichido Fire Insurance Co., Ltd., Outside Director of JAPAN POST BANK Co., Ltd., Members of Administrative Reform Promotion Council. |
Outside Director of ASICS Corporation, Outside Director of Matsuya Co., Ltd., Outside Director of TBS HOLDINGS, INC. |
| Attendance to Board of Directors Meetings | 11/12 | 9/10 (after assuming Director) |
| Outside Directors | Atsuko Fukushima | |
|---|---|---|
| Reason for Appointment | Ms. Fukushima has many years of experience as a journalist, extensive knowledge of corporate management through dialogue with many corporate leaders, and an understanding of the Company's philosophy, culture, and business characteristics through the activities of the Management Advisory Board. We have appointed her as an outside director, expecting her to provide opinions and suggestions on overall management based on her experience and knowledge from a standpoint independent from the Company. | |
| Important Concurrent Posts Held | Management Council Member of National University Corporation Shimane University, Outside Director of Hulic Co., Ltd., Outside Director of Nagoya Railroad Co., Ltd., Outside Director of Calbee, Inc., Member of Forestry Policy Council of Ministry of Agriculture, Forestry and Fisheries. |
|
| Attendance to Board of Directors Meetings | - |
| Outside Corporate Auditors | Emiko Takeishi | Kazumine Terawaki |
|---|---|---|
| Reason for Appointment | In addition to her experience in the administrative field, Ms. Takeishi has a wide range of insight on personnel systems and labor policies. We have appointed her as an outside corporate auditor, expecting her to provide opinions and suggestions on overall management based on her wealth of experience and insight from a standpoint independent from the Company. | Mr. Terawaki has expertise and a wide range of insight as a legal professional. We have appointed him as an outside corporate auditor, expecting him to provide opinions and suggestions on overall management based on his experience and knowledge from a standpoint independent from the Company. |
| Important Concurrent Posts Held | Professor, Faculty of Lifelong Learning and Career Studies, Hosei University, Outside corporate auditor of Tokio Marine & Nichido Fire Insurance Co., Ltd. |
Attorney at law, Outside Corporate Auditor of The Shoko Chukin Bank, Ltd., Outside Director of SHIBAURA MACHINE CO., LTD., Outside Corporate Auditor of Kajima Corporation |
| Attendance to Board of Directors Meetings | 12/12 | 12/12 |
| Attendance to Audit & Supervisory Board Meetings | 13/13 | 13/13 |
| Outside Corporate Auditors | Mika Kumahira | |
|---|---|---|
| Reason for Appointment | Ms. Kumahira has experience in management of operating companies, including those overseas, as well as knowledge of corporate transformation and leadership development. We have appointed her as an outside corporate auditor, expecting her to provide opinions and suggestions on overall management based on her experience and knowledge. | |
| Important Concurrent Posts Held | Representative Director of Atech Kumahira Co., Ltd., Representative Director of KUMAHIRA SECURITY FOUNDATION, Principal of Institute of Diversity Promotion, Career College of Showa Women’s University, Representative Director of Learning-21 Organization, Outside Director of NITTAN VALVE CO., LTD. |
|
| Attendance to Board of Directors Meetings | 12/12 | |
| Attendance to Audit & Supervisory Board Meetings | 12/13 |
Evaluation of the Effectiveness of the Board of Directors
The Company analyzes and evaluates the effectiveness of the Board of Directors by incorporating the views and suggestions from independent third parties, and works to improve the operations of the Board of Directors based on those results.
Nomination and Remuneration Committee
We have established the Nomination and Remuneration Committee as an advisory body to the Board of Directors to enhance the objectivity, reasonableness, and transparency of the structure of the Board of Directors, the nomination of Director, and other remuneration systems, and to improve the Group’s medium-to long-term growth and corporate value.
Composition
The Nomination and Remuneration Committee consists of five or more members (limited to our Director and Corporate Auditor and there are currently seven committee members), and more than half of the members are independent outside officers.
<List of Members (As of February 28, 2022)>
| Outside Director | Hitoshi Kashiwaki (Chairman) |
|---|---|
| Outside Director | Shihoko Urushi |
| Outside Director | Atsuko Fukushima |
| Outside Corporate Auditors | Kazumine Terawaki |
| Chairman of the Board of Directors | Amane Nakashima |
| Representative Director, President and Chief Executive Corporate Officer |
Mitsuru Takamiya |
| Director, Executive Corporate Officer | Nobuo Inoue |
Roles of the Committee
The Nomination and Remuneration Committee deliberates on the following matters, and makes decisions as necessary, with respect to:
- 1)Structure of the management systems and member composition of the Board of Directors;
- 2)Criteria for election and dismissal of directors, corporate auditors, and corporate officers;
- 3)Nomination of respective candidates for positions as directors and corporate auditors;
- 4)Criteria for evaluating directors and corporate officers;
- 5)Design of compensation systems for directors and corporate officers; and
- 6)Other matters regarding the Group’s corporate governance as deemed necessary by the Nomination and Remuneration Committee.
Execution of Business
Management Advisory Board
The Management Advisory Board has been set up as an advisory body to the Company’s Representative Director, President and Chief Executive Corporate Officer (“CEO”). In addition to the five outside experts and our CEO, other Directors also participate in the meeting depending on the agenda. Regular meetings are held twice a year and whenever necessary.
The Company’s CEO receives the Board’s advice and proposals for maintaining and improving the soundness, fairness and transparency of our Group and reflects them in his decision making.
Risk Management Committee
The Risk Management Committee has been established as an important committee whose main role is to formulate policies, determine priority issues, and promote initiatives for risk management of the entire Group. Chaired by the director in charge of risk management, the committee consolidates information on company-wide risks and oversees the evaluation, prioritization, and countermeasures of such risks. The director in charge of risk management reports the status of these matters to the Board of Directors on a regular basis.
Sustainability Committee
The Sustainability Committee has been established as an important committee whose main role is to formulate policies, determine priority issues, and promote initiatives for the realization of sustainability throughout the Group. Chaired by the director in charge of sustainability, the committee formulates basic sustainability policies and addresses priority social and environmental issues based on these policies. Of the company-wide risks, the Sustainability Committee oversees certain social and environmental risks.
Compliance Committee
The Compliance Committee has been established as an important committee whose main role is to establish a compliance system for the entire Group, determine priority issues, and promote compliance initiatives. Chaired by the director in charge of compliance, the committee strives to develop a company-wide compliance system and identify problems, as well as conduct planning, enlightenment and education related to compliance promotion.
Helpline
The Company has set up a helpline as an internal reporting system in accordance with the whistleblower protection system, in which third-party bodies or outside lawyers engage in a role of the information recipient for the whistleblowing. Upon receiving a report or notice from an information recipient, the Compliance Investigation Committee shall investigate the facts and, if the committee finds a violation of a law or rule, it will discuss with the relevant department and decide upon measures to prevent reoccurrence. In addition to making an announcement within the Company that includes disciplinary action, the Compliance Investigation Committee shall carry out company-wide measures to prevent reoccurrence of such event.
Information Promotion Committee
The Information Promotion Committee has been established as an important committee whose main role is to maintain the information security and to formulate policies and promote initiatives related to establishment of IT environment for the entire Group. Chaired by the executive officer in charge of IT and business reform, the committee establishes policies, regulations, and manuals related to information security, and promotes the appropriate storage and management of information. The committee also verifies and reviews the operational status, and conducts employee education on information management.
Group Governance Committee
The Group Governance Committee has been established as an important committee whose main role is to formulate policies, determine priority issues, and promote initiatives for the establishment of appropriate Group governance. Chaired by the director in charge of group governance and consisted of the general managers of the corporate divisions, the committee formulates basic concepts for group management and promotes measures for appropriate decision-making and development of group company management systems.
Internal Audit Office
In cooperation with staff members in each division or department in charge of auditing duties relating to product quality, environmental protection, safety, and labor, the Internal Audit Office conducts internal audits of the management and operational systems and the status of business execution for the Group's overall management activities from the perspective of legality and rationality. The office also plans and implements the evaluation of the effectiveness of internal control over financial reporting.