Basic Viewpoint Concerning Corporate Governance
With the basic perception that it is supported by customers, suppliers, shareholders, employees, society and all other stakeholders, the Company is aware of its obligation to ensure fairness and transparency in management activities and operation methods and to comply with laws and ordinances in order to fulfill its social missions and responsibilities as a stock-listed company.
Board of Directors
The Board of Directors consists of eight directors, including two outside directors, in order to ensure swift and appropriate managerial decision-making. It holds ordinary board meetings every other month and extraordinary board meetings as needed. The Company has instituted the Management Meeting, consisting of executive directors. Serving as an assisting body for the Board of Directors, it conducts discussions and decision-making on important matters related to management on a weekly basis, in principle.
In addition, the Board of Executive Officers, consisting of directors and operating officers, regularly holds monthly meetings to request reports on the details of business execution. Thus, managerial decisions are communicated to the business execution team.
Audit & Supervisory Board
The Audit & Supervisory Board comprises four Audit & Supervisory Board Members, including three outside Audit & Supervisory Board Members. In accordance with the audit policy it has formulated, Audit & Supervisory Board Members attend meetings of the Board of Directors, the Board of Executive Officers and other key meetings and learn from directors and other personnel about the status of execution of their duties. They also carry out audits including the inspection of significant decision-making documents and the investigation of operations and assets at Head Office and principal offices. If necessary, the board also audits subsidiaries, for example, by asking them for reports on their operations.
The Company has adopted the Executive officers’ system to achieve agility in business execution.
This system is prescribed in the Company’s Articles of Incorporation, following the approval of shareholders. At present, 12 Executive officers serve as the heads of operating divisions. They execute business efficiently and without delays with a view to accomplishing the medium-term management plan based on the long-term management plan.
The Company has set up an Internal Auditing Division. With five staff members including its chief, it works independently of the execution of business to check if
business operations and activities in individual segments comply with laws and ordinances, with the Articles of Incorporation and internal regulations, and
with the Company’s management policy and business plan and offers specific advice and recommendations in an effort to maintain the soundness of the Company.
Internal audits are conducted in accordance with the annual plan. Their results are reported to representative directors and Audit & Supervisory Board Members. Management thus understands the status of implementation and results, and Executive officers, who are subject to auditing, carry out follow-ups.
The Company has contracts with a number of law firms in different technical areas. When legal decisions are necessary, it seeks advice from them.
The Company appoints Deloitte Touche Tohmatsu LLC as its accounting auditor. It audits the Company’s accounting from a fair and independent standpoint.