Governance
Strengthening Corporate Governance and Compliance
Starting from FY2021 General Meeting of Shareholders, we transitioned to a monitoring-type management structure that includes the President & CEO in addition to outside directors who are highly specialized and have a track record in management. We will focus on discussing medium- to long-term strategic issues and achieve corporate growth through appropriate involvement and advice.
Corporate Governance
Basic Approach to Corporate Governance
Our basic approach to corporate governance is to have a management system that allows management to personally check the compliance status with laws, regulations, articles of incorporation, etc., and to maintain that status, based on our corporate philosophy of “VISION (the future we aim for as a company),” “PROMISE (the value we provide to customers),” and “PRINCIPLES (our code of conduct).” Furthermore, in order to realize our “corporate philosophy” and “management goals,” we believe that establishing a management system that can direct the awareness and business activities of all officers, employees, etc. will lead to fairer and more transparent management, and will be in the interest of all stakeholders related to our company.
Corporate Governance Overview
Our company has adopted the structure of a company with an audit and supervisory committee. We believe that by establishing an audit and supervisory system for the audit and supervisory committee and increasing the composition and diversity of outside directors on the board of directors, we can increase the transparency and objectivity of the board of directors and further strengthen corporate governance, while also promoting the separation of business execution and supervision. By delegating authority to executive officers overseen by the President and Representative Director, we can realize a system (monitoring model) that can speed up decision-making regarding business execution.
Board of Directors, Audit and Supervisory Committee, Nomination and Compensation Committee
The Board of Directors is considered a forum where basic management policies and medium- to long-term strategic issues are discussed at sufficient time. Based on this view, the Board of Directors decides on basic management policies and other important matters for the Group, and monitors the execution of duties based on business execution reports. In addition, the three Audit and Supervisory Committee members who are external directors form an Audit and Supervisory Committee, and check the execution of duties by directors by attending Board of Directors meetings and conducting audits as necessary in the course of daily operations. In addition, the Nomination and Compensation Committee has been established, with the majority of its members being independent external directors.
Management Committee
The Management Committee is comprised of executive directors and executive officers, and supports the decision-making of the Representative Director and President, who is the Chief Executive Officer. It discusses matters to be resolved by the Board of Directors and considers other important management issues delegated to it by the Board of Directors.
Compliance System
The Board of Directors is considered to be a forum where basic management policies and medium- to long-term strategic issues are discussed at sufficient time. Based on the idea that the Board of Directors is a forum for deciding basic management policies and other important matters for the Group, and monitoring the execution of duties based on business execution reports. In addition, the three Audit and Supervisory Committee members who are external directors form an Audit and Supervisory Committee, and check the execution of duties by directors by attending Board of Directors meetings and conducting audits as necessary in the course of daily operations. In addition, the Nomination and Compensation Committee has been established, with the majority of its members being independent external directors.
Risk Management System
In order to identify all risks that threaten the company’s continued development and to establish a risk management system, we have established “Risk Management Regulations” and established an Internal Control Committee. The Internal Control Committee uses risk maps and other tools to identify, analyze, and evaluate important risks to the Group’s management, and develops improvement measures, thereby establishing a system for appropriate crisis management. In addition, we have established an Internal Audit Office directly under the Representative Director and President, which conducts regular business audits, requests improvement and provides guidance to audited departments, and reports the audit results to the President in a timely manner. In addition, the Internal Audit Office, Audit and Supervisory Committee members, and accounting auditors work closely together, exchanging information as needed, in an effort to eliminate risks, and the Internal Audit Office regularly reports to the Internal Control Committee on risks.