Corporate Governance corporate governance

The Company adopts the governance structure of a company with an Audit & Supervisory Committee. The Board of Directors and the Audit & Supervisory Committee supervise and monitor the execution of business. The Board of Directors makes decisions on important management matters, while decisions on business execution are made at the Inside Directors’ Meeting and the Management Meeting. The Company has introduced an executive officer system for the purpose of swift decision-making.
The Company’s Board of Directors comprises six directors (including three directors who are members of the Audit & Supervisory Committee), three of whom are independent outside directors. The majority members of the Audit & Supervisory Committee are independent outside directors, and they supervise and audit the Board of Directors from an independent standpoint outside the Company that can ensure objectivity in decision-making uninfluenced by the Company’s atmosphere or culture.

Board of Directors

The Company’s Board of Directors comprises six directors (including three directors who are members of the Audit & Supervisory Committee). Chaired by the chairperson of the Board of Directors, it makes swift decisions on important management matters and supervises the execution of business.
The Company’s Articles of Incorporation stipulate that the number of directors who are not members of the Audit & Supervisory Committee shall be no more than nine, and that the term of office of directors shall expire at the time of conclusion of the annual general meeting of shareholders with respect to the last fiscal year ending within one year after their election.
The Company stipulates in its Articles of Incorporation that a resolution of the general meeting of shareholders on the election of directors who are not Audit & Supervisory Committee members, as well as those who are, requires the attendance of shareholders holding one third or more of the voting rights out of the shareholders who can exercise voting rights, and a majority of voting rights of those attending. Cumulative voting shall not be used.

Audit & Supervisory Committee

The Company’s Audit & Supervisory Committee comprises two independent outside directors and one internal director, and is chaired by the chairperson of the Audit & Supervisory Committee. Committee members discuss the results of internal audits and other important matters, while auditing and monitoring the Board of Directors and the Management Meeting. The Company stipulates in its Articles of Incorporation that the number of directors who are members of the Audit & Supervisory Committee shall be no more than five, and that their term of office shall expire at the time of conclusion of the annual general meeting of shareholders with respect to the last fiscal year ending within two years after their election.

Nomination and Compensation Committee

The Company has established a Nomination and Compensation Committee, the majority of whose members are independent outside directors, as a voluntary advisory body to the Board of Directors, from the perspective of fairly determining the appointment, dismissal, and remuneration of directors and executive officers. The Nomination and Compensation Committee comprises three members: two independent outside directors, and the chairperson of the Board of Directors.

Executive Directors’ Meeting

With the aim of separating management execution and supervision and strengthening the monitoring function of the Board of Directors, the Company has established an Inside Directors’ Meeting to decide on important matters related to the execution of individual business operations delegated by the Board of Directors. The Executive Directors’ Meeting comprises two executive directors: the representative director and president, and the director and executive vice president.

Management Meeting

The Company has introduced an executive officer system from the perspective of prompt business execution and clarification of responsibilities, and has established a Management Meeting chaired by the representative director and president. The Management Meeting comprises 18 members, including executive directors and executive officers.

Sustainability Committee

The Company has established a Sustainability Committee for the purpose of formulating sustainability policies and deliberating and monitoring priority measures. The Sustainability Committee is chaired by the director and executive vice president, and comprises eight members, including the director and executive vice president and executive officers.

Compliance Committee

The Company has established a Compliance Committee for the purpose of monitoring and making improvements to ensure the execution of duties by directors and employees in compliance with laws and regulations and the Articles of Incorporation. The Compliance Committee comprises three members: one member of the representative director and president, the director and executive vice president, and the chairman of the board of directors, who are members of the Audit and Supervisory Committee. In addition, outside experts (lawyers) are appointed as observers.

Internal audit

The Company has established an Internal Audit Department under direct supervision of the representative director and president. The Department has one member in charge of internal audits. They conduct audits in accordance with the internal audit policy and internal audit plan, and verify, evaluate, and monitor the legality and appropriateness of business activities.

Accounting auditor

The Company has appointed Ernst & Young ShinNihon LLC as its accounting auditor, and has entered into an auditing contract with them to provide accurate management information and to create an environment in which audits are conducted from a fair and unbiased standpoint.