Corporate Governance Structure

The Company has adopted the Company with an Audit & Supervisory Committee structure in order to strengthen strategy formulation and its supervisory function, while at the same time raising the agility of business execution. The Company intends to promote the delegation of authority to Executive Directors in relation to decisions on important matters of business execution, and to expedite and streamline such decisions, while strengthening the supervisory function by granting Directors who are Audit & Supervisory Committee Members the right to vote at meetings of the Board of Directors. In these ways, the Company aims to strengthen and enhance its corporate governance structure and internal control system, thereby further improving corporate value.
Furthermore, the Company has voluntarily established a Nomination Committee and Remuneration Committee in order to strengthen the fairness, transparency, and objectivity with regard to the nomination and remuneration of Directors, and to ensure the independence and accountability of functions of the Board of Directors.
In addition, to clarify management responsibilities during a given fiscal year and increase shareholders' confidence, the term of Directors who are not Audit & Supervisory Committee Members is one (1) year.

The composition and chairperson of each organization is as follows.

The Board of Directors appoints candidates following deliberation by the Nomination Committee to ensure ample diversity in terms of gender and nationality and adequate balance in its composition. Also, in order to further strengthen the supervisory function of the Board of Directors, it has been made basic policy that one-third (1/3) or more of the Board shall comprise independent Outside Directors, and currently five Outside Directors (including two Audit & Supervisory Committee Members) are in office.

Matters to be submitted to the Board of Directors are determined in the Regulations of the Board of Directors, and are appropriately deliberated and resolved. The Board of Directors regularly deliberates on, among others, reporting in the Management Committee and the TM Meeting, management reports by Executive Directors, reports from Executive Directors and Operating Officers for their areas of responsibility, and the response to issues identified in the evaluation of the effectiveness of the Board of Directors.

In fiscal 2023, the following points were prioritized for deliberation.