Primary contents from here.
- Basic Views on Corporate Governance
In accordance with the Employee Code of Conduct and the Declaration of the Group Code of Conduct, the Company will always concentrate on persistently pursuing compliance as people in the business world, focus on shareholder returns, and ensure managerial transparency. In terms of corporate management, it will place emphasis on positive action towards information disclosure with a view to securing managerial transparency, and will endeavor to make swift and accurate disclosures.
Corporate Governance System
The Company has a board of directors and a Supervisory Board Corporate Auditors.
Board of Directors
The board of directors consists of a total of 8 members, 6 of whom are internal directors and 2 of whom is an outside director. In accordance with laws and ordinances and the Company’s Articles of Incorporation, regulations for directors and other internal rules, the board makes decisions on important matters and supervises the directors’ business execution.
The directors execute the duties assigned to them in accordance with the roles determined by the board of directors and with laws, ordinances, the Articles of Incorporation and internal rules.
We have the Governance Committee under the board as a voluntary consultative body for the purposes of strengthening the board of directors’ functions of execution and supervision and increasing the transparency of the decision-making process
[Functions] Policy on election of executive officers and nomination of candidates for directors and corporate auditors, deliberations of proposals on election and nomination, the form of the executive officer and director remuneration system (policy on the determination of remuneration and the appropriateness of the remuneration level, etc.), and deliberations on other proposals relating to governance.
[Composition] Two internal directors, one outside director and one outside corporate auditor
Executive Officer System
For strengthening the board of directors’ decision-making function and supervisory function and for increasing efficiency in business execution, the Company adopts the executive officer system. Following decisions made by the board, executive officers perform their respective duties as delegated by the board and the representative director.
Board of Corporate Auditors
The Board Corporate Auditors is composed of two standing corporate auditors (corporate auditors) and two non-standing corporate auditors (outside corporate auditors). In accordance with the regulations for the Board Corporate Auditors and the standards for audits by corporate auditors, it performs audits to examine the appropriateness of the directors’ business execution.
Management Advisory Conference and Several Committees
The Company has established the Management Advisory Conference and several committees: the Risk Management Committee, the Internal Control Committee and the Disclosure Committee. They are aimed at helping the President and the board of directors to make appropriate and swift decisions on business execution. As an advisory body for the president, the Management Advisory Conference discusses significant matters related to the Company’s overall management policy and its business administration.