Basic Stance on Corporate Governance
Our basic policy on corporate governance is to position the enhancement of corporate value and the improvement of corporate governance as important management issues, to gain the trust of all stakeholders, to speed up accurate decision-making in overall management, to ensure management transparency, to clarify management responsibility, and to strengthen management oversight functions, We believe it is necessary to strive to enhance the efficiency of business execution.
Corporate Governance Basic Policy
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Ensuring shareholder rights and equality
The Company will take appropriate measures to ensure that the rights of shareholders are substantially secured, and will maintain an environment in which shareholders can properly exercise their rights, including the exercise of voting rights. In addition, we will give sufficient consideration to ensure the substantial equality of shareholders.
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Appropriate collaboration with stakeholders other than shareholders
Recognizing that our sustainable growth and enhancement of corporate value over the medium to long term are the result of appropriate collaboration with various stakeholders, we are committed to stakeholder-oriented management based on our "Management Philosophy" and "Charter of Corporate Behavior".
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Ensure appropriate information disclosure and transparency
We will appropriately disclose our financial and non-financial information in accordance with laws and regulations, and will actively provide information through voluntary disclosure. In disclosing and providing information, we will take into consideration accuracy and ease of understanding.
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Responsibilities of the Board of Directors, etc.
The Board of Directors, in light of its fiduciary responsibility and accountability to shareholders, will appropriately fulfill its roles and responsibilities to ensure the sustainable growth of the Company and to enhance its corporate value over the medium to long term. In addition, the Board of Corporate Auditors and the Board of Corporate Auditors, in light of their fiduciary responsibility to shareholders, will make judgments from an independent and objective standpoint and appropriately fulfill their roles and responsibilities.
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Dialogue with Shareholders, etc.
We will build good relationships with investors, including shareholders, and engage in constructive dialogues with them in order to achieve sustainable growth and enhance our corporate value over the medium to long term. We will reflect the opinions and concerns of our shareholders in our management.
Corporate Governance Structure
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Boards of directors
The Board of Directors consists of nine directors (including three outside directors), and in addition to regular meetings, extraordinary meetings are held as necessary to make decisions on important management matters and supervise the execution of business operations.
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Boards of Corporate Auditors
The Board of Auditors consists of three auditors (including two outside auditors), who hold regular meetings and attend Board of Directors meetings and executive officers' meetings to audit directors' decision-making and execution of duties.
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Corporate Auditor's Office
The Audit & Supervisory Board Member's Office, established under the Board of Audit & Supervisory Board Members, has a system in place to assist the Audit & Supervisory Board Members in auditing not only legal compliance, but also the status of internal controls, corporate governance, risk management, etc., from a standpoint independent of management.
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board or officer's meeting
The Board of Directors meeting is held after the Board of Directors meeting to ensure that all directors, executive officers, presidents of domestic subsidiaries, and full-time corporate auditors, excluding outside directors, are fully informed of the decisions to be made.
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Management Meetings
Similar to the Board of Directors meetings, the Company conducts management meetings with 9 directors (including 3 outside directors) and 3 corporate auditors (including 2 outside corporate auditors) as members. Prior to the Board of Directors meeting, the contents of agenda items to be resolved at the Board of Directors meeting are explained and discussed to enhance the effectiveness of the meeting.
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Nominating and Compensation Advisory Committee
The Company has established the Nomination and Compensation Advisory Committee as an advisory body to the Board of Directors to ensure transparency and objectivity in the selection criteria for candidates for directors and corporate auditors and in the procedures related to the compensation of candidates. The Committee deliberates on the appropriateness of candidates for directors and corporate auditors and the appropriateness of their remuneration, etc., and the Board of Directors makes decisions based on the results of these deliberations. The committee is chaired by an outside director and includes three outside directors and the president and representative director.
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Sustainability Committee
The Sustainability Committee deliberates and reports to the Board of Directors on various sustainability issues, policies, and disclosure of non-financial information in order to permanently enhance corporate value, aiming to realize a sustainable society and achieve development and growth through the Group's business activities toward the "sustainable growth" stated in our management philosophy. The Board of Directors deliberates on various sustainability issues, policies, and non-financial information disclosure matters and reports to the Board of Directors.
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Internal Control Committee
The Company has established the Internal Control Committee, which oversees the entire internal control system and is chaired by the President and Representative Director, and four subordinate organizations: the Information Disclosure Committee, the Compliance Committee, the Internal Audit Committee, and the Personal Information Protection Committee, to ensure compliance with laws and regulations and the Articles of Incorporation.