Corporate Governance

The enhancement of our corporate governance is an important issue for the management of our company and we are taking various measures.

FY 2022

FY2022 Board of Directors meeting participation rates

FY2022 HR and Remuneration Committee meetings participation rates

Management and Execution Structure

We have adopted a “corporate audit and supervisory committee” system. Currently our Board of Directors consists of a total of 13 directors: 3 directors are Audit and Supervisory Committee members (among those, 2 are external directors) and 10 other directors (among those, 3 are external directors). The President and Representative Director serves as the chairperson. The ratio of external directors on the Board of Directors is over one-third (5 out of 13).

Important issues must be deliberated by the Board of Directors, and to enhance their deliberation on the development of management policy and other such matters, our Articles of Incorporation provides that the decision on the execution of important business (excluding those provided in Article 399-13, paragraph 5), in whole or in part, may be delegated to the Board of Directors.

At our company, all directors properly fulfill their roles and responsibilities, thereby allowing the company to make decisions in a flexible manner according to changes in the management environment and ensuring multilateral reviews and objective and transparent decision-making by the Board of Directors. In addition, directors who are Audit and Supervisory Committee members have voting rights at Board meetings when deciding on the selection or dismissal of directors, the appointment and dismissal of representative directors, and other matters related to the general execution of business (excluding matters the decision on which are delegated to specific directors). and the Audit and Supervisory Committee has the authority to express its opinions on the selection of, remuneration to, and other matters concerning directors (excluding those who are Audit and Supervisory Committee members) at a general meeting of shareholders. This supervisory and audit function of the Board of Directors over the management of the company is now stronger than when we previously used a company appointed as company auditor.

As for the execution of business, to expedite decision-making, the authority to execute business is delegated to the executive officers responsible for the relevant business and their subordinates in accordance with the relevant decision-making authority rules. Important matters are deliberated and decided by the Management Committee consisting of the President and other senior management.

Audit system

The Audit and Supervisory Committee consists of a director who is a full-time Audit and Supervisory Committee member and two external directors, one of which has considerable knowledge related to finance and accounting. We also have the Audit and Supervisory Committee Secretariat (with two members), which is dedicated to providing assistance to the Audit and Supervisory Committee for the performance of their duties.

The Audit and Supervisory Committee conducts audits in accordance with the audit policy and audit plan for each fiscal year to check whether or not directors are performing their duties in a lawful and appropriate manner. The Committee carries out its daily auditing activities in a planned manner in close collaboration with the internal audit section. The Committee also keeps a close eye on the internal situation of the company by attending meetings of the Board of Directors and Management Committee, reviewing internal meeting materials, and receiving reports and other materials from each section’s person in charge, conducts document reviews and site inspections using a check sheet based on the important audit matters specified in the audit plan, and works toward the improvement of audit quality.