Basic Principles of Corporate Governance
Our fundamental approach to corporate governance is to regard the enhancement of corporate value and the strengthening of corporate governance as key management priorities. We believe it is essential to earn the trust of all stakeholders and to strive to expedite sound decision-making across all aspects of management, ensure management transparency, clarify management responsibilities, strengthen management oversight functions, and enhance the efficiency of business operations.
Basic Policy on Corporate Governance
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Ensuring Shareholders' Rights and Equality
We will take appropriate measures to ensure that shareholders’ rights are effectively safeguarded, and we will work to create an environment in which shareholders can properly exercise their rights, such as the right to vote. Furthermore, we will give due consideration to ensuring substantive equality among shareholders.
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Appropriate collaboration with stakeholders other than shareholders
Recognizing that our sustainable growth and the enhancement of our corporate value over the medium to long term are the result of appropriate collaboration with our various stakeholders, we will conduct our business with consideration for our stakeholders, guided by our “Management Philosophy” and “Code of Conduct.”
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Ensuring Appropriate Disclosure and Transparency
We will ensure the proper disclosure of our financial and non-financial information in accordance with applicable laws and regulations, while also actively providing information through voluntary disclosures. Furthermore, in disclosing and providing information, we will prioritize accuracy and clarity.
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Responsibilities of the Board of Directors, etc.
Recognizing that the Board of Directors bears fiduciary and accountability responsibilities to shareholders, it will appropriately fulfill its roles and responsibilities to ensure the Company’s sustainable growth and enhance its corporate value over the medium to long term. Furthermore, recognizing that the Auditors and the Board of Auditors bear fiduciary responsibilities to shareholders, they will make judgments from an independent and objective standpoint and appropriately fulfill their roles and responsibilities.
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Dialogue with Shareholders and Other Stakeholders
We will build positive relationships with investors, including our shareholders, and engage in constructive dialogue to ensure the Company’s sustainable growth and enhance its corporate value over the medium to long term. We will incorporate the opinions and concerns of our shareholders, as identified through this dialogue, into our management decisions.
Corporate Governance Structure
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Boards of directors
The Board of Directors consists of nine directors (including three outside directors). In addition to holding regular board meetings, it convenes special meetings as necessary to make decisions on important management matters and to oversee 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). In addition to holding regular meetings, the Board attends meetings of the Board of Directors and other executive committees to oversee the decision-making and performance of duties by the directors.
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Office of the Auditors
The Audit Office is established under the Board of Auditors. Going beyond mere compliance audits, it has established a system that enables it to assist the Board of Auditors—from a position independent of management—in auditing the development and operation of internal controls, the status of corporate governance, and risk management.
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Board of Directors
The Executive Committee consists of directors (excluding outside directors), executive officers, the presidents of domestic subsidiaries, and full-time auditors. It is held immediately following the Board of Directors meeting to ensure that all members are fully informed of the decisions made.
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Management Meeting
In addition to the Board of Directors, our company holds Management Committee meetings consisting of nine directors (including three outside directors) and three auditors (including two outside auditors). By providing explanations and holding discussions on the agenda items to be resolved by the Board of Directors prior to its meetings, we enhance the effectiveness of the Board of Directors.
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Nomination and Compensation Advisory Committee
The Company has established a Nomination and Compensation Advisory Committee as an advisory body to the Board of Directors, with the aim of ensuring transparency and objectivity in procedures related to the selection criteria for candidates for directors and auditors, as well as the compensation of such candidates. This committee deliberates on the suitability of candidates for directors and auditors, as well as the appropriateness of their compensation and other matters, and the Board of Directors makes its decisions based on the committee’s findings. The committee consists of three outside directors and the President and Representative Director, and is chaired by an outside director.
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Sustainability Committee
The Sustainability Committee, with the goal of achieving the “sustainable growth” outlined in our management philosophy, aims to help our Group realize a sustainable society and achieve development and growth through its business activities, thereby continuously enhancing corporate value. To this end, the Committee deliberates on various sustainability issues, policies, and matters related to the disclosure of non-financial information, and reports its findings to the Board of Directors.
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Internal Control Committee
To oversee our entire internal control system, we have established an “Internal Control Committee” chaired by the President and Representative Director. Under this committee, we have established four subcommittees—the “Disclosure Committee,” the “Compliance Committee,” the “Internal Audit Committee,” and the “Personal Information Protection Committee”—to ensure that our organizational structure complies with applicable laws and regulations and our Articles of Incorporation.