本文へスキップします。

CORPORATE GOVERNANCE

CORPORATE GOVERNANCE image

Basic Views on Corporate Governance

We attach a high value to benefits for all stakeholders who support our corporate activities, and we position the enhancement of corporate governance as one of the highest priority issues for our management. Accordingly, we are endeavoring to ensure the soundness and transparency of our management while working to materialize “gratitude and happiness,” our corporate philosophy, and to increase the corporate value sustainably.

Corporate Governance Systems

(Organizational structure)

Organizational structure

Governance Systems

Organizational Composition and Operation

Organization Form Company with Corporate Auditors

Board/Director

In principle, the number of directors on the Board shall not exceed the number specified in the Articles of Incorporation (seven) and shall be the number considered appropriate for substantive discussions within the Board of Directors, with the balance and diversity of directors taken into account in terms of their knowledge, experience, and expertise in different business categories. The Board consists of five directors, including three external directors. Meetings of the Board of Directors are held once a month, and extraordinary meetings are held as necessary. Outside directors shall be selected from those who are unlikely to cause any conflict of interest with general shareholders and who comply with the requirement for externality stipulated in the Companies Act and our policies regarding the appointment of external directors.

Maximum Number of Directors Stipulated in Articles of Incorporation 7
Term of Office Stipulated in Articles of Incorporation 1 year
Chairperson of the Board President
Number of Directors 5
Number of External Directors 3
Number of External Directors designated as independent 3

Establishment of voluntary committee (evaluation and compensation committee)

Although we are not a company with a nominating committee, etc., we have established the evaluation and compensation committee consisting of outside directors appointed by the Board of Directors. The committee provides recommendations and advice about the policies regarding the goals, evaluation and compensations, etc. of the directors and operating officers.

Number of members 3
Full-time members 0
Internal directors 0
Outside directors 3
Other 0
Chairperson Outside Director

Board of Corporate Auditors, corporate auditors, cooperation

The Board of Corporate Auditors consists of three corporate auditors, including two external corporate auditors, and holds meetings once a month. We have established a system where the corporate auditors support management transparency in accordance with audit plans and in cooperation with the accounting auditor and the Internal Audit Office.

Establishment of Board of Corporate Auditors Established
Maximum Number of Corporate Auditors Stipulated in Articles of Incorporation 5
Number of Corporate Auditors 3
Number of External Corporate Auditors 2
Number of External Corporate Auditors designated as independent 2

Cooperation with accounting auditor and Internal Audit Office

The Internal Audit Office consists of three members and carries out audits of the divisions of the Company and its subsidiaries to see whether their operations are legal and appropriate under laws and regulations, the Articles of Incorporation, and internal regulations. The results of audits are reported to the representative director & president and explained to directors and corporate auditors in charge of divisions and subsidiaries. At the Company, the Internal Audit Office, the corporate auditors, and the accounting auditor exchange opinions and monitor business operations in cooperation with each other. They identify and point out problems and recommends improvements.

Reasons of appointment of external directors and external corporate auditors and their main activities

Remuneration

(Disclosure of remuneration for individual Directors)
Selected Directors、total amounts disclosed

(Total remuneration for directors and corporate auditors)
*from the notice of the 8th annual general meeting of shareholders

Classification Number of officers Amount of remuneration
Directors
(External directors)
6
(4)
123,950,000 yen
(18,000,000 yen)
Corporate auditors
(External corporate auditors)
4
(3)
27,420 000 yen
(13,230 000 yen)
Total
(External officers)
10
(7)
151,370 000 yen
(31,230 000 yen)