Audit & Supervisory Board

As an independent organization mandated by the shareholders, Audit & Supervisory Board members audit the execution of duties by directors. Comprised of Audit & Supervisory Board members, the Audit & Supervisory Board determines audit policy pursuant to laws and regulations and the Articles of Incorporation in accordance with the Audit & Supervisory Board Regulations and the Statutory Auditor Audit Standard. It also forms audit opinions based on reports from each Audit & Supervisory Board member.

Composition, etc. of the Audit & Supervisory Board

Audit & Supervisory Board Members

Audit Status

The Audit & Supervisory Board consists of four Audit & Supervisory Board members: two full-time members and two part-time members (independent outside Audit & Supervisory Board members). Of these, Masaoki Kanematsu has experience working in the financial department as an executive officer of the Company, Katsunori Takechi engages in tax accounting work as a certified public tax accountant in accordance with Article 51 of the Certified Public Tax Accountant Act, and Takahiro Nakazawa has long been engaged in work as a certified public accountant. Each of them has considerable knowledge of finance and accounting. In reaching agreement on the nomination candidates for members of the Audit & Supervisory Board and selecting the candidates, decisions are made in light of the criteria determined by the Audit & Supervisory Board.
The company has also appointed one substitute Audit & Supervisory Board member in case the number of members of the Audit & Supervisory Board does not meet the number of members required by law. It has also set up the Office of Audit & Supervisory Board members (with three personnel), an organization independent from the business executives, to assist members of the Audit & Supervisory Board in their duties.

The Audit & Supervisory Board formulates the auditing policies and plans for its members, determines the division of duties, etc. of the Audit & Supervisory Board members, and shares the results of auditing by each Audit & Supervisory Board member according to his or her role. In addition to regularly exchanging opinions with the representative director and outside directors, the Audit & Supervisory Board receives reports from directors, etc. on the status of execution of their duties and also communicates with the Accounting Auditor, Internal Audit Department, and auditors of subsidiaries, etc. In fiscal 2022, in addition to discussions and resolutions stipulated by laws and regulations, the Audit & Supervisory Board determined the following priority audit points, focusing on the main issues of each point.

The Audit & Supervisory Board also received a report regarding key audit matters (KAM) from the Accounting Auditor and held discussions on the KAM items and contents toward the description of KAM by the Accounting Auditor.

The full-time Audit & Supervisory Board members, in accordance with the audit policy and division of duties, strive to gather necessary information for business and accounting audits as standing auditors by attending Board of Directors meetings and other important meetings, receiving reports from directors and employees, etc., viewing important approval documents, reviewing the status of business and finances at the headquarters and key offices, and inspecting subsidiaries if necessary, and audit the status of establishment and operation of the internal control system. In regular exchanges of opinions with the representative director, they confirm management policies and exchange opinions on key audit issues. The Audit & Supervisory Board also receives reports from the Internal Audit Department and the Accounting Auditor on audit results, including those of subsidiaries, and on problems, etc. found in the auditing process, and the full-time Audit & Supervisory Board members also provide information they have learned in mutual cooperation. The two full-time Audit & Supervisory Board members also serve as part-time auditors of the major subsidiaries, working to grasp the situation of the corporate group by communicating with the directors and auditors of the subsidiaries. The full-time Audit & Supervisory Board members always share the daily auditing status with the part-time Audit & Supervisory Board members.
Utilizing their various specialist knowledge, experience, and backgrounds, the part-time Audit & Supervisory Board members state their opinions as independent outside officers at meetings of the Board of Directors or the Audit & Supervisory Board. In their exchanges of opinion with the representative director, they receive explanations on management policy, etc. and express opinions or make recommendation from an objective standpoint. They also tour business sites of the Group to deepen their understanding of the Group’s business.

As of June 2023