Corporate Governance
Basic Concepts of Corporate Governance
The Company defines corporate governance of the Group as a mechanism to ensure transparent and fair management, as well as swift and resolute decision-making and implementation, in order to achieve sustainable growth and enhance corporate value, while putting into practice the Group philosophy and taking into consideration the positions of various stakeholders, including customers, employees, business partners, shareholders and investors, and local communities.
The Company recognizes the importance of building corporate governance that leverages the unique qualities of the Group, and according to Corporate Governance Policy, we will constantly examine how it should be and work toward enhancing it further, while valuing dialogue with our various stakeholders.
Corporate Governance System
The Company is a company with an Audit & Supervisory Board.The audit function of the Board of Directors of the Company is being strengthened under this governance scheme.
A corporate officer system is adopted for appropriate and flexible execution of business.
The Company sets the terms of directors and corporate officers at one year in order to clarify management responsibilities each fiscal year and establish a management structure that can respond swiftly to changes in the business environment.
Management and Supervision
Board of Directors
The Board of Directors consists of six standing directors and four outside directors, composed mainly of corporate officers who can take a broad view of the overall Group
The Board of Directors makes decisions on important management matters, including the Group's policies and strategies (Medium-term Business Plan, etc.), and supervises the execution of duties by directors and corporate officers.
Audit ＆ Supervisory Board
The Audit & Supervisory Board consists of two standing corporate auditors and three outside corporate auditors.
Through exchanging opinions with the Representative Director, President and Chief Executive Corporate Officer, participating in important meetings and committees, reports from officers in charge and responsible personnel of each division, and on-site inspections, etc., the Audit & Supervisory Board monitors how the Company's internal control system is maintained and operated.
In addition, the Board collaborates with Accounting Auditors and the Internal Audit Office, including regularly sharing information with them.
* All seven outside directors and outside corporate auditors are independent officers as provided for by Tokyo Stock Exchange, Inc.
* For details, please see the list of officers.
Nomination and Remuneration Committee
The Company has established the Nomination and Remuneration Committee as an advisory body to the Board of Directors with the aim of enhancing objectivity, reasonableness, and transparency of the structure of the Board of Directors, the nomination of Director, and compensation of directors and other officers.
The committee is to consist of no fewer than five members, and at least half of its membership is to be comprised of outside directors and outside corporate auditors (the "outside officers") who meet the independence criteria.
The chairman of the committee shall be appointed by the resolution of the Nomination and Remuneration Committee from among its members who are outside directors, and such person shall undertake chairmanship of the committee.
Composition（As of February 29,2024）
| Chairman | Hitoshi Kashiwaki, Outside Director |
|---|---|
| Members | Atsuko Fukushima, Outside Director |
| Kuniko Nishikawa, Outside Director | |
| Harold George Meij, Outside Director | |
| Kazumine Terawaki, Outside Corporate Auditor | |
| Amane Nakashima, Chairman | |
| Mitsuru Takamiya, Representative Director, President and Chief Executive Corporate Officer | |
| Shinichiro Yamamoto, Director and Senior Corporate Officer |
Execution of Business
Important Meetings and Committees
The Group's overall policy and most important matters are decided after deliberation by the Company's Board of Directors or the Management Council (or the Medium-Term Business Plan Promotion Council).
For important and specialized issues across the Group, specified important meetings and committees to which authority has been delegated by the Management Council are responsible for formulating policies and promoting initiatives, leading to swift and appropriate decision-making and implementation.In particular, functions related to internal control are mainly shared by the following important meetings and committees.
| Meeting | Organizer/Chairman | Main roles |
|---|---|---|
| Management Committee | Representative Director, President and Chief Executive Corporate Officer |
This is an important meeting that deliberates and monitors important matters (including business risks) related to Group management. Inside directors and corporate officers are the main participating members. |
| Mid-term Business Strategy Committee |
Representative Director, President and Chief Executive Corporate Officer |
This is an important meeting where members, mainly executive directors, deliberate on important matters especially relevant to the promotion of the Medium-term Business Plan, among other matters listed above. |
| Risk Management Committee |
Corporate officer in charge of risk management |
This is an important committee whose main role is to formulate policies, determine priority issues, and promote initiatives for risk management of the entire Group. It consolidates information on company-wide risks and oversees the evaluation, prioritization, and countermeasures of such risks. |
| Sustainability Committee |
Director in charge of sustainability |
This is an important committee whose main role is to formulate policies, determine priority issues, and promote initiatives for achieving sustainability in accordance with the Group Policies. It formulates Basic Policy on Sustainability and works on priority social and environmental issues based on this policy. |
| Compliance Committee |
Corporate officer in charge of compliance |
This is an important committee whose main role is to establish a compliance system for the entire Group, determine priority issues, and promote compliance initiatives. In addition to identifying any issues related to compliance, it formulates plans, raises awareness, conducts training, etc. related to promoting compliance. |
| Group Governance Committee |
Corporate officer in charge of group governance |
This is an important committee whose main role is to formulate policies, determine priority issues, and promote initiatives for the establishment of appropriate Group governance. It promotes measures such as appropriate decision-making and the development of group company management systems. |
| DX Promotion Committee |
Corporate officer and General Manager of Digital Transformation Office |
This is an important committee whose main role is to develop a policy of digital strategy for the entire Group, optimize resource allocation (cost, systems, etc.), and develop and promote a policy of DX human resources development. Through the Information Promotion Committee, an organization under its direct control, it maintains information security for the entire Group, improves the IT environment, and promotes IT literacy education and IT utilization. |
Management Advisory Board
The Company has also established its Management Advisory Board as an advisory body to the Company's Representative Director, President and Chief Executive Corporate Officer, composed of experts from outside the Company. It was set up with the goal of obtaining advice and recommendations so that the Group may boost the soundness, fairness and transparency of its management and thus better serve society and its customers.
The Management Advisory Board meets regularly twice per year, with additional special meetings held as necessary.
Internal Audit Office
The Internal Audit Office does, from a perspective of legality and rationality, coordinate with staff members in each division or department in charge of auditing duties relating to product quality, environmental protection, safety, and labor to conduct internal audits of the Group's management and operation systems for overall management activities and the execution status of duties.
In addition, it implements the evaluation of the effectiveness of internal control over financial reporting in accordance with the nomination by the Company's Representative Director, President and Chief Executive Corporate Officer.