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.
Corporate Governance Report（544KB）
- The Board of Directors
- The Board of Directors consists of nine 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 Directors, excluding Outside 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 Executive Officers, regularly holds monthly meetings to request reports on the details of business execution. Thus, managerial decisions are communicated to the business execution team.
- The 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 the Head Office and principal offices. If necessary, the board also audits related companies, for example, by asking them for reports on their operations.
- Executive Officers
- 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, 13 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.
- Accounting Auditor
- The Company appoints Deloitte Touche Tohmatsu LLC as its accounting auditor. It audits the Company's accounting from a fair and independent standpoint.
- The Nomination and Compensation Advisory Committee
- The Company established the Nomination and Compensation Advisory Committee in fiscal 2018 in order to strengthen fairness, transparency, and objectivity of nomination of and compensation for Directors and Executive Officers, and to further enhance corporate governance. The Nomination and Compensation Advisory Committee consists of three Directors, including two Outside Directors. Upon requests of the Board of Directors and representative Directors for advice on matters related to Directors and Executive Officers concerning election and dismissal, compensation, and formulation and operation of a successor plan, the Nomination and Compensation Advisory Committee deliberates on the matters and provides advice.
- Internal audits
- 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.
In order to engage in the process of achieving the management plan, establish policies and standards for the selection of Directors, Audit & Supervisory Board Members, and Executive Officers, and select as Representative Director an individual worthy to act the representative of the Group, the Nomination and Compensation Advisory Committee plays a central role in drawing up succession plans for President and Representative Director.
Based on the successor plans, the Nomination and Compensation Advisory Committee draws up a vision of "the ideal president" that incorporates the required abilities, potential, experience, knowledge, and skills, and prescribes specific evaluation methods and standards for the same, as well as taking a lead role in selecting, nurturing, and checking on the state of development of candidates.
With regard to the composition of Directors and Audit & Supervisory Board Members, the Company selects individuals with extensive experience and knowledge in various fields, and seeks to improve the functioning of the Board of Directors, etc.
The main areas of specialist experience for the directors are as follows.
Evaluation of Effectiveness
The Company conducts a written questionnaire survey of Directors and Audit & Supervisory Board Members about the effectiveness of the Board of Directors and the results are discussed at meetings of the Board of Directors.