ガバナンスの構築
Building Governance
We are working to strengthen governance by promoting the separation of management oversight from execution and establishing a framework where the Board of Directors oversees the Executive Committee, the Internal Control Committee, and the Sustainability Promotion Committee.
Corporate Governance
Basic approach
The company’s basic approach to corporate governance is to have a management structure that enables management to confirm the status of compliance with laws, regulations, and the Articles of Incorporation, and to sustain this status. 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 and employees will lead to fair and transparent management, which will benefit stakeholders.
Corporate governance overview
The structure we have adopted is that of a Company with an Audit and Supervisory Committee, which has enabled us to establish a robust framework for auditing and oversight. The composition of our Board of Directors is diverse and a high percentage of them are outside directors, which enhances transparency and objectivity, further strengthens corporate governance and promotes the separation of execution and oversight responsibilities. At the same time, authority is delegated to the President & CEO and executive officers to accelerate decision making.
Board of Directors
The Board of Directors (9 directors, including 8 outside directors, chaired by President & CEO Masahiro Yamamoto) is composed of individuals with experience, expertise, and ethical standards, also taking into consideration diversity and a balance of knowledge, experience, and abilities. The Board deliberates on management policies and medium- to long-term strategies, makes decisions on important matters, and oversees the execution of business operations.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee has been established as a voluntary advisory body to the Board of Directors in order to strengthen fairness and transparency in procedures related to the nomination and compensation of directors. Upon the Board of Directors’ request for consultation, the committee deliberates and provides an advisory report to them on matters such as the appointment and dismissal of directors, including the President & CEO, compensation, and the formulation and operation of succession plans. To ensure independence, a majority of the committee members are independent outside directors.
Audit and Supervisory Committee
The Audit and Supervisory Committee consists of three directors (all are outside directors) who are members of the committee. The committee confirms the execution of duties by directors by attending important meetings such as Board of Directors meetings and Internal Control Committee meetings, inspecting important materials, and listening to reports. In the event that a violation of law, the Articles of Incorporation, or internal regulations is discovered or is feared to have occurred, a system is in place to immediately report such violations to the committee members, and by ensuring collaboration with the Internal Audit Department, the committee is working to deter and detect any improper or unfair acts at an early stage.
Executive Committee
The Executive Committee is comprised of executive directors and executive officers, and supports the decision-making of the President & CEO. 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.
Sustainability Promotion Committee
Please check our sustainability management philosophy and promotion system.
◎Corporate Governance Diagram
Dialogue with shareholders and capital policy
For details, please see page 3 “Principle 5-1: Dialogue with Shareholders” and “Principle 5-2: Formulation and Publication of Business Strategies and Business Plans” in the Corporate Governance Report.
Compliance
Management framework
Based on our corporate philosophy, we promote thorough compliance with laws, regulations, social norms, the F&LC Group’s Codes of Conduct, various policies and internal regulations.
As a part of our management framework, we have established the Internal Control Committee which is chaired by the President & CEO and which comprises of external experts and other specialists. The committee meets regularly and implements necessary corrective measures and awareness-raising initiatives on a group-wide basis. It also annually reports information about the status of compliance to the Board of Directors which oversees it. The Group has established a system to ensure that any serious compliance violations or potential violations are promptly reported to the Audit and Supervisory Committee and the Internal Control Committee.
All forms of corruption, including bribery, are prohibited under the Code of Conduct. The Board of Directors oversaw the establishment of the Code of Conduct and oversees its revision and implementation.
Code of Conduct
In order to realize a sustainable society and corporate growth, we have established and put into practice a code of conduct to comply with laws and regulations and to be a company that is widely trusted by our stakeholders, including customers, business partners, employees and their families, local communities, shareholders, and investors.
Compliance training
To increase employees’ awareness of compliance and increase their understanding of its importance, the Group provides them with comprehensive compliance training, including guidance regarding the Code of Conduct, which addresses the prevention of unfair competition and all forms of corruption, including bribery. In FY2025, we conducted an online training program on compliance and responsibilities to consumers. In addition, during promotion training and at other opportunities, the Group’s operating companies provide training on relevant laws and regulations, such as the Act against Unjustifiable Premiums and Misleading Representations, the Copyright Act, and the Whistleblower Protection Act, as well as on information management, including personal data protection, and harassment prevention.
Internal reporting system (Hotline)
We have established a reporting and consultation service for various compliance violations, including human-rights violation such as various harassments and discriminations, labor standards violation, environment pollution, and corrupt practices including unfair competition and bribery, to ensure early identification and resolution of problems. We prohibit any disadvantageous treatment of whistleblowers and strictly enforce the confidentiality obligations of the personnel handling reports.
When a report is received or a person consults with the reporting system, the Internal Audit Department, in cooperation with legal and other experts, requests that the relevant departments investigate the matter as necessary and take appropriate action based on the findings of their investigations, including disciplinary measures, personnel actions, and the provision of training. To address concerns regarding the appropriate handling of reports involving the President, directors, or executive officers in cases where harassment or the violation of laws or internal regulations are alleged, we have established an independent reporting channel within the Audit and Supervisory Committee to further strengthen our corporate governance framework. We also use tools such as helpline cards and awareness posters to inform employees of multiple channels for reporting matters and consulting with us.
Risk Management
Management framework
To identify and appropriately manage risks that could threaten the Group’s sustainable growth, we have established the Risk Management Regulations and the Internal Control Committee. The committee meets regularly to analyze and assess key risks, formulate improvement measures, and report to the Board of Directors. We have also established a framework for ensuring that we respond promptly to emergencies in line with the Crisis Management Regulations. In addition, the Internal Audit Department, which reports directly to the President, conducts regular audits and provides guidance and reports on improvements. The office works in cooperation with the Audit and Supervisory Committee and accounting auditors to reduce risks.
Risk Management Regulations
The goal of the Risk Management Regulations is to protect corporate value by centrally identifying a broad range of risks, preventing their occurrence, enabling us to respond promptly and appropriately to them to minimize damage should they materialize, and preventing recurrence. The Regulations set out compliance policies, definitions of risk, management frameworks, the roles of the Internal Control Committee and department heads, and contingency plans.
Business risks
We identify and disclose risks that may affect our financial condition and operating results and that could have a material impact on investors’ decision-making processes. In addition, matters not classified as defined risk factors will be disclosed proactively when considered material to investment decisions.
Details on business risks can be found in the “Business risks” section of the Securities Report for the fiscal year ended September 30, 2025, page 21.