CORPORATE GOVERNANCE

CORPORATE GOVERNANCE 2019-02-28T11:22:25+00:00

Basic way of thinking

In order to become a company that is widely trusted by society, we believe that it is important to build a strong corporate governance structure and to enhance management transparency and soundness.

Also, in order to achieve sustainable growth of our company and enhance medium-term and long-term corporate value, make transparent, fair, prompt and decision-making decisions based on the principles of corporate governance code set by the Tokyo Stock Exchange We are working to enrich our corporate governance.

Management structure

The Company places legal institutions such as general shareholders’ meetings, board of directors, supervisory board, accounting auditors, etc., as well as executive directors and executive officers system that selects members from among directors and executive officers to hold management We have established a system to make decisions and a system to conduct appropriate audits and realize detailed and prompt decision-making.

Board of directors

The Board of Directors consists of not more than 15 directors, each director makes management decision-making and business execution, and supervises the execution of duties by other directors, executive officers and employees. In addition, the term of office of directors is one year, making it possible to build management structure flexibly in response to changes in the business environment, and clarifying management responsibilities in the fiscal year.

With regard to the effectiveness of the entire board of directors, based on the evaluation and opinion of each director and each corporate auditor, analyzed and evaluated while receiving advice from outside law firm offices, judging that its effectiveness is secured It is. Based on the opinions of each director and each corporate auditor, we will make appropriate improvements to the manner and operation of the Board of Directors.

Board of Corporate Auditors

The Board of Corporate Auditors consists of not more than five corporate auditors (of which more than half are outside corporate auditors), and each corporate auditor, in accordance with the “Suisho Corporate Auditor Outline of Audit”, is a director, executive officer and employee We audit the execution status of directors’ duties, including auditing whether person’s performance of duties conforms to laws and regulations or the articles of incorporation, and also conduct accounting audits to ensure the appropriateness of the financial statements.

Management meeting

The Executive Committee holds members from among the directors and executive officers for holding reports, deliberations, directives and resolutions on important management issues and realizes detailed and prompt decision-making.

Operating officer

Executive officers execute business according to authorization from the Board of Directors. By concentrating on business execution, we are achieving efficient business execution.

Executive officers meeting

At the Executive Officers’ Meeting, which consists of directors and executive officers, we communicate management strategies and report the status of business execution.

Nomination committee

The nomination committee and the remuneration committee (the chairman is an outside director) consist of a majority of outside directors, each deliberates on executive personnel affairs, officer remuneration etc. The results are presented to the Board of Directors. By doing this, we clarify the decision process of officers’ personnel affairs and officer remuneration etc., and ensures transparency and objectivity.

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