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Corporate governance

Our Approach to Corporate Governance

We strive to continuously improve our corporate value by building and maintaining relationships of trust with our stakeholders who support us. To achieve this, it is essential to ensure sound, efficient, and transparent management, and we regard the enhancement of corporate governance as an important management issue.

Corporate Governance System

We adopt the organizational design of a company with an Audit and Supervisory Committee. With this structure, we work to enhance prompt decision-making and business execution and, with the active participation of Independent External Directors, strengthen the Board of Directors’ audit and supervisory functions and management transparency.

Corporate Governance System (April 1, 2024)

Corporate Governance System Image.
Board of Directors

The Board of Directors deliberates on key management decisions and receives regular reports on the status of operational execution. Members engage in lively discussions for decision-making and reinforce the supervisory function for management.

Board of Directors Meeting
Audit and Supervisory Committee
The Audit and Supervisory Committee, in accordance with the audit policy and plans, audits and supervises the execution of duties by the Board of Directors by attending the Board of Directors and other important meetings as well as examining corporate operations and assets.
Nomination and Remuneration Advisory Committee
The Nomination and Remuneration Advisory Committee is established as an advisory body to the Board of Directors in order to ensure transparency and objectivity of decisions on the nomination and remuneration of Directors. It deliberates and makes recommendations on matters related to the nomination policy, election, and dismissal of Directors as well as the system determining the amount of Directors’ remuneration.
Management Committee
The Management Committee is mainly composed of internal Directors and Operating Officers and is convened to accelerate strategic decision-making, respond to important issues, and deliberate or report on the status of operations and other matters. In addition to reporting on monthly consolidated business performance, it meets in a timely manner to ensure agile management.
Operating Officer System
We operate an Operating Officer System to separate management supervision from operational execution and expedite the implementation of operations.
Internal Auditing System
The Internal Auditing Department, which is in charge of and carries out internal audits in accordance with the Basic Annual Audit Plan, based on the audit policy, reports its results to the President & CEO and the Audit and Supervisory Committee.

Evaluation of Board of Directors Effectiveness

The Board of Directors annually evaluates its overall performance to continuously improve the effectiveness of key management approval processes and operational execution supervision.

Evaluation Method

Discussion method was conducted by all Directors in FY2022, as in FY2021, to evaluate the Board of Directors effectiveness from the perspectives of its management system, supervisory function, and shareholders engagement.

Evaluated Items in FY2022

  • Composition of the Board of Directors (3 items)
  • Operation of the Board of Directors (7 items)
  • Management strategy (7 items)
  • Performance monitoring and management evaluation (1 item)
  • Business ethics and risk management (2 items)
  • Shareholders engagement (1 item)

Evaluation Results and Future Actions

Generally favorable evaluation results were obtained for all evaluation items, and the Board of Directors was confirmed to be effectively functioning at a sufficient level for making reasonable decisions and approving important management matters and supervising business execution by organically collaborating with the Management Committee. On the other hand, the following needs were identified with regard to the operation of the Board of Directors, management strategy, and shareholders engagement.

  • Further enhancing information sharing with External Directors
  • Ongoing discussion on medium- and long-term management strategies
  • Effective disclosure of corporate information to stakeholders

Considering the above evaluation results, the Board of Directors will strive to further enhance its effectiveness.