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.
Initiatives to Strengthen Corporate Governance
| 2001 | Introduction of Operating Officers System |
|---|---|
| 2005 | Introduction of stock compensation-type stock options plan |
| 2006 | One Outside Director |
| 2008 | Two Outside Directors Term of Directors changed to one year |
| 2010 | Establishment of voluntary Nomination Committee and Remuneration Committee |
| 2013 | Establishment of Standards for the Independence of Outside Directors/Outside Audit & Supervisory Board Members |
| 2015 | Establishment of Basic Policy for Corporate Governance |
| 2016 | Start of implementation of evaluation of Board of Directors' effectiveness |
| 2018 | Formulation of successor plan of the Chief Executive Officer, etc. |
| 2019 | Three Outside Directors (Bringing the ratio of Outside Directors to one-third (1/3) or more) |
| 2020 | Utilization of an outside organization to evaluate the effectiveness of the Board of Directors |
| 2021 | Revision of corporate governance structure (Internal Control Committee repositioned under executive functions; Sustainability Committee established) Revision of stock compensation-type stock options plan and introduction of partial performance-based remuneration |
|---|---|
| 2024 | Transition to a Company with an Audit & Supervisory Committee Five Outside Directors (Bringing the ratio of Outside Directors to 50%) Three female Directors (Bringing the ratio of female Directors to 30%) Abolishment of stock compensation-type stock options plan and introduction of restricted stock remuneration plan (fixed and performance-based) |
| 2025 | Establishment of Shareholding Guidelines for Directors Bringing the ratio of Outside Directors to more than 50% |
Governance Structure
- Board of Directors
- The Board of Directors, presided over by the Representative Director,President and Chief Executive Officer, consists of 9 members, including five Outside Directors. The Board formulates legal matters, management strategies and other basic policies, receives reports on matters delegated to executive directors, and supervises the execution of business operations. The Board also maintains an internal control system to promote compliance and manage risks.
- Audit and Supervisory Committee
- The Audit and Supervisory Committee, presided over by an Outside Director, consists of three members, including two Outside Directors. The Directors who are Audit and Supervisory Committee Members attend the Nomination Committee, the Remuneration Committee and other important internal meetings while also working closely with the Accounting Auditors, the Internal Audit Office, and the Audit and Supervisory Board of Group companies to ensure highly effective auditing.
- Nomination Committee
- The Nomination Committee, presided over by an Independent Outside Director, consists of all the Independent Outside Directors who are not Audit and Supervisory Committee Members, along with the Representative Director, President and Chief Executive Officer. For auditing purposes, one member appointed by the Audit and Supervisory Committee attends the Nomination Committee's meetings. The Committee deliberates on the nomination of Director candidates, the appointment and dismissal of the President and Chief Executive Officer, and disciplinary matters, and it then reports its findings to the Board of Directors.
- Remuneration Committee
- The Remuneration Committee, presided over by an Independent Outside Director, consists of all the Independent Outside Directors who are not Audit and Supervisory Committee Members, along with the Representative Director, President and Chief Executive Officer. For auditing purposes, one member appointed by the Audit and Supervisory Committee attends the Remuneration Committee's meetings. The Committee deliberates on remuneration plans for Directors and Operating Officers as well as the contents of remuneration paid to each Director, and it then reports the deliberation results to the Board of Directors.
- Management Committee
- The Management Committee, presided over by the President and Chief Executive Officer, is composed of all Operating Officers. Non-executive Directors attend the Committee's meetings as observers. The Committee deliberates on the Group's policy matters, such as basic policy on business, sales strategies and investments, and it then resolves matters delegated by the Board of Directors.
- TM (Top Management) Meeting
- The TM Meeting, presided over by the President and Chief Executive Officer, is composed of Executive Directors and the Operating Officers who are Chiefs of Headquarters. For auditing purposes, one member appointed by the Audit and Supervisory Committee attends the Meetings. The Meeting deliberates on matters concerning personnel, organization and remuneration of the Group, and it then resolves matters delegated by the Board of Directors.
- Internal Control Committee
- The Internal Control Committee, presided over by the Representative Director, President and Chief Executive Officer, consists of Executive Directors. The Non-executive Directors, the Operating Officers who are Chiefs of Headquarters, and the head of the Internal Audit Office attend the Committee meetings as observers. Based on the "Basic Policy Concerning the Internal Control System Development," the Committee works to improve the internal control system on an ongoing basis and examines and evaluates the design and the operating effectiveness of the system to report the evaluation results to the Board of Directors.
- Sustainability Committee
- The Sustainability Committee, presided over by the President and Chief Executive Officer, consists of the Operating Officers who are Chiefs of Headquarters and the Operating Officer in charge of sustainability. In addition, Directors who are not members attend the Committee's meetings as observers. The Committee deliberates on the setting of materiality (key issues) for the Company, the sharing of such issues, and measures to resolve them and reports the deliberation results to the Board of Directors.
The composition of each organization
◎chairperson ○member
| Name | Position | Board of Directors | Audit & Supervisory Committee | Nomination Committee | Remuneration Committee |
|---|---|---|---|---|---|
| Katsuya Sase | Representative Director, President and Chief Executive Officer |
◎ | ○ | ○ | |
| Tomomitsu Fukuda | Director, Senior Executive Operating Officer | ○ | |||
| Toshiyuki Watanabe | Director, Executive Operating Officer | ○ | |||
| Masashi Hiraiwa | Outside Director | ○ | ◎ | ○ | |
| Seiichi Koike | Outside Director | ○ | ○ | ◎ | |
| Emiko Hamada | Outside Director | ○ | ○ | ○ | |
| Toshimitsu Honda | Director, Audit & Supervisory Committee Member (Full-time) | ○ | ○ | ||
| Tomomi Fujita | Outside Director, Audit & Supervisory Committee Member | ○ | ○ | ||
| Tomoko Tsunoda | Outside Director, Audit & Supervisory Committee Member | ○ | ◎ |
Board of Directors
The Board of Directors, presided over by the Representative Director,President and Chief Executive Officer, consists of 9 members, including five Outside Directors. The Board formulates legal matters, management strategies and other basic policies, receives reports on matters delegated to executive directors, and supervises the execution of business operations. The Board also maintains an internal control system to promote compliance and manage risks.
Status of Board of Directors activities (fiscal 2024)
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.
| Number of meetings held | 17 |
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Main matters under deliberation
| Governance |
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| Management strategy |
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| Sustainability |
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