Governance
Corporate governance structure
As a company with an Audit and Supervisory Board, we ensure soundness and transparency in management through oversight of the performance of the duties of the Board of Directors by independent Statutory Auditors and the Audit and Supervisory Board.
The Board of Directors has nine members, including three outside Directors. The Audit and Supervisory Board has four members, including two outside Statutory Auditors. To ensure fairness, transparency, and objectivity in procedures related to the nomination of Directors and operating officers and decisions on matters such as remuneration, we have established the optional bodies of a Nomination Committee and a Remuneration Committee.
The membership of each committee consists of Directors (including outside Directors, one of whom serves as chairperson) appointed by resolution of the Board of Directors. These committees deliberate on matters related to nomination and remuneration of Directors as advisory bodies to the Board.
Other efforts whereby we strive to enhance our corporate governance structure include the addition of an executive officer system to improve management efficiency and execute business through dynamic decision-making. We have also established a Board of Outside Officers to allow the exchange of opinions among outside Directors and outside Statutory Auditors and recommendations to the Board of Directors, thereby enhancing Board oversight functions.
Activities status of committee
| Role | Personnel composition | Number of meetings held | Contents | |
|---|---|---|---|---|
| Board of directors | Making decisions on major management issues and overseeing the conduct of the business | Nine members (including three from outside the company) |
18 times/year | Appropriate decision-making and management supervision are carried out based on the wealth of business experience of internal directors in the Company and the objective and professional perspectives of external directors. |
| Board of auditors | Monitoring and supervision of business execution and the Board of Directors | Four members (including two from outside the company) |
13 times/year | Management soundness is ensured from the perspective of full-time corporate auditors based on their experience in the Company and from the objective and professional perspectives of outside corporate auditors |
| Outside directors meeting | Information sharing and awareness raising among the independent external officers | Three outside directors, two outside auditors |
5 times/year | The exchange of information and awareness among independent outside directors provides effective supervision of management from an independent and objective perspective. |
| Nominating committee | Deliberations and recommendations on matters related to the appointment or dismissal of directors and executive officers | Five directors (including three from outside the company) |
4 times/year | With a majority of independent outside directors, including the Chairman, the Committee deliberates on proposals for the appointment and removal of directors and the selection of alternate directors and executive officers. It also makes recommendations in response to requests from the Board. |
| Remuneration committee | Deliberations and decision making on matters relating to the remuneration of directors and executive officers | Five directors (including three from outside the company) |
4 times/year | With a majority of independent outside directors, including the Chairman, the compensation of directors and executive officers is delegated from the Board. |
Sustainable Committee
In 2022, we created the Sustainable Committee (chaired by the President and CEO). The Committee will respond to the promotion of sustainable management in our Group.
The Sustainable Committee and its executive body, the Sustainable Committee Secretariat, work with the Divisions, Business Units, and Group companies to advise and make decisions on the operation and promotion of sustainable management, the formulation of policies on key issues, management of the progress of initiatives, and the incorporation of these policies into the medium-term management plan. The Sustainable Committee Secretariat promotes action plans and manages KPIs in collaboration with the business units and subsidiaries.
The Board of Directors consults with the Sustainable Committee to set policy and provide oversight. The Divisions will work with the Sustainable Committee to share information. Business units and subsidiaries implement various measures and provide results and data.
The Board of Auditors and the Office of Audit provide supplemental audits related to these initiatives.
Use of independent outside directors and outside auditors
The Company has appointed three outside directors and two outside auditors. All five have no personal, capital, or business relationships with our Company and are completely independent. The independence of outside directors is in accordance with the requirements of the Companies Act and the standards of the Tokyo Stock Exchange.
The role of outside directors and outside auditors is to enhance the effectiveness of corporate governance at our company by using their expertise and experience to provide supervision and auditing from a neutral standpoint.
Assessment of the efficacy of the Board of Directors
To improve the efficacy of the Board of Directors, we implement annual self-assessment surveys of all Directors and Statutory Auditors.
- Assessment method：Questionnaires on the efficacy of the Board of Directors are distributed to all Directors and Statutory Auditors at a Board meeting each December. The efficacy of the Board is analyzed and assessed based on all answers collected from the completed questionnaires in a Board meeting in January of the following year. Efforts to make improvements are based on these findings.
- Response format：Scoring, with spaces for freeform comments
- Response method：Response method
Internal controls
Pursuant to the Companies Act and the Enforcement Regulations to the Companies Act of Japan, we maintain the internal controls systems needed for efficient management by securing the propriety of business operations and pursuing business appropriately within the Company and at Group member companies.
Conforming to the Corporate Governance Code
Basic policy on corporate governance
The Company is strongly aware of the importance of corporate governance and will strive to improve management efficiency and establish corporate ethics. Our basic policy is to establish a system to monitor the proper conduct of management activities and to promptly disclose important information that serves the common interests of our shareholders.
Conforming to the Corporate Governance Code
The Company’s corporate governance is described in the Tokyo Stock Exchange Corporate Governance Report.
Here you can find information not just on the principles for which disclosure is required in the Corporate Governance Report, but initiatives regarding all principles.