COMPANY INFORMATION
Corporate Governance System
Corporate governance structure
The Company has adopted a Company with Statutory Auditors as the Corporate Governance System and an overview of this is shown below.
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Roles of key organizations
| Board of Directors | The Board of Directors passes resolutions on the Company’s management policy and important matters concerning business execution and supervises the performance of duties by directors in accordance with stipulations of laws, the Articles of Incorporation,and other criteria. Click here for details on the composition, etc. of the Board of Directors |
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| Audit & Supervisory Board | Each member of the Audit & Supervisory Board audits daily corporate activities, including the legality of directors’ performance of their duties and the appropriateness of accounting processes, in accordance with stipulations of laws, the Articles of Incorporation, and other criteria. Click here for details on the Audit & Supervisory Board |
| Nomination and Compensation Committee | This is a non-mandatory committee that mainly deliberates on matters related to the nomination of candidates for director and operating officer and compensation for directors and operating officers. Click here for details on the composition, etc. of the Nomination and Compensation Committee |
| Group Executive Committee | This committee deliberates on important matters related to management and operations of the Group and oversees deliberations, reports, and the implementation of major investment projects for each Group company, as well as business and other strategies, from a Group-wide perspective. |
| Risk Management Committee | This committee comprehensively manages and supports risk management by Group companies. This includes managing important Group-wide risk countermeasures; working to understand, evaluate, and monitor the status of risk management efforts at each Group company; and reporting the results of these activities to the Board of Directors. This committee is chaired by the President and Representative Director and meets twice a year. |
| Sustainability Committee | This committee evaluates the opportunities and risks of environmental issues such as climate change; social contributions; diversity,equity, and inclusion (DE&I); and other important issues. It also drafts plans, tracks achievements, and reports the results of deliberations to the Board of Directors. This committee is chaired by the President and Representative Director and meets twice a year. |
Audit system
| Audit & Supervisory Board members | The Company has adopted a statutory auditor system. Under this system, Audit & Supervisory Board members audit the execution of duties by directors from an independent standpoint mandated by shareholders, gather the information necessary to execute auditing duties, seek explanations regarding agenda items at Board of Directors meetings and actively express their views. |
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| Internal Audits | Audit & Supervisory Board members implement internal audit aimed at assisting the effective achievement of management objectives by reviewing and evaluating administrative and operational systems across all management activities and the status of business execution from a fair and objective standpoint and by giving advice and making proposals for the improvement and streamlining of business. |
| Accounting Auditor | The Company’s Accounting Auditor is Ernst & Young ShinNihon LLC. At EY ShinNihon, the independence of the Accounting Auditor is ensured through a system whereby the lead engagement partner cannot be re-engaged (no return) after serving for five consecutive accounting periods, and other engagement partners, after serving for seven consecutive accounting periods, cannot be re-engaged for five accounting periods. In addition, the Audit & Supervisory Board has assessed that the auditing activities of the Accounting Auditor are appropriate. |
As of June 2023