Governance
Corporate Governance
We strive to maintain and improve the soundness of management by ensuring management transparency, strengthening appropriate governance and monitoring systems, as well as ongoing risk management.
Issues to be Addressed
We consider that it is the responsibility of management to maximize respect for the interests of shareholders and enhance corporate value, while reconciling the interests of employees, business partners, local communities, and other stakeholders in the Company. We also consider that the basis of corporate governance is ensuring sound and sustainable growth by effectively exercising the internal control system, including the supervisory function of the Board of Directors, the audit function of the Audit & Supervisory Board, and internal regulations, organization, and allocation of duties, in the execution of duties by Directors, who are management executives of the Company.
In addition, we believe that it is the basic responsibility of management to ensure the permeation of a sense of ethics regarding compliance with laws and regulations within the Company, as well as the appropriateness, transparency, and credibility of information disclosure.
Corporate Governance Structure Chart
Corporate Governance Structure
| Board of Directors | In accordance with the Regulations of the Board of Directors, the Board of Directors holds an ordinary meeting once every month in principle, and extraordinary meetings as necessary. In case of emergency, resolutions are adopted in writing. The Articles of Incorporation stipulate that the number of Directors shall be ten (10) or less. Resolutions on the election of Directors are adopted by a majority of the voting rights of shareholders present at a meeting where shareholders holding one-third or more of the voting rights of shareholders who are entitled to exercise their voting rights are present, and are not subject to cumulative voting. |
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| Voluntary Advisory Committee of the Board of Directors |
Executive Appointment Committee |
The Executive Appointment Committee consists of six (6) Directors (four (4) of whom are external Directors). The Committee deliberates and reports to the Board of Directors on the composition of the Board of Directors, the appointment and dismissal policies and personnel matters for Directors, the formulation and operation of succession plans for the CEO and other officers, and other important items related to personnel. |
| Executive Compensation Committee |
The Executive Compensation Committee consists of six (6) Directors (four (4) of whom are external Directors). The Committee deliberates and reports to the Board of Directors on the remuneration system for Directors, policies for determining remuneration, details of individual remuneration amounts, and other matters related to remuneration for Directors and Audit & Supervisory Board Members. |
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| Special Committee |
The Special Committee is composed solely of individuals with independence, including independent external Directors. The Committee examines the appropriateness of transactions with controlling shareholders, evaluates the independence of the operation of the Board of Directors, and deliberates and reports to the Board of Directors on other governance-related matters. |
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| Audit & Supervisory Board | The Audit & Supervisory Board consists of three (3) Audit & Supervisory Board Members (including two (2) external Audit & Supervisory Board Members), who attend meetings of the Board of Directors and other important meetings to comprehend and monitor the status of business execution by the Directors. | |
Executive Structure
Evaluation of the Effectiveness of the Board of Directors
We had a third-party evaluation organization conduct a questionnaire-based evaluation of the effectiveness of the Board of Directors for Directors and Audit & Supervisory Board Members for the 32nd fiscal period. In addition, the Special Committee, an advisory body to the Board of Directors, has established a PDCA cycle for the operation of the Board of Directors, including the verification of the evaluation of the effectiveness of the Board of Directors and support for its improvement. The method for evaluating the effectiveness of the Board of Directors and an overview of the evaluation results are as follows.
Survey items
- Composition of the Board of Directors
- Operation of the Board of Directors
- Subjects of Board of Directors deliberations and demonstration of its supervisory functions
- Nomination and compensation of management team members
- Risk management
- Dialogue with shareholders, etc.
- Structure that supports executives
Results of analysis and evaluation related to the effectiveness of the Board of Directors
Our Board of Directors was evaluated to ensure effectiveness in light of the requirements of the Corporate Governance Code. In particular, we understand that the composition of the Board of Directors is appropriately balanced and there has been an unrestricted exchange of opinions within a limited time due to the improvement of the operations of the Board of Directors, which was an issue.
On the other hand, we believe that initiatives to address sustainability issues, DX strategy, medium- to long-term issues including human capital management, the discussion of management strategies including the business portfolio and the sharing of information about the activities of each advisory committee are issues the Board of Directors should address, and we discussed the issues to work to improve.
Measures to be taken going forward
We will report the activities and the content of the deliberations of each advisory committee and the Sustainability Management Committee. At the same time, we will continually hold review meetings involving executives, thus creating opportunities for discussion outside of Board meetings.
We will continue to make efforts to improve the effectiveness of the Board of Directors with the aim of establishing an optimal corporate governance system.
