Our group places the utmost importance on the development and improvement of corporate governance to ensure managerial transparency and efficiency, build trust withour shareholders and other stakeholders, and contribute to society.
Basic Policy on Corporate Governance
Aspiring to the Company's sustainable growth and improvement of long-term corporate value, we recognize the fundamentals of ideal corporate governance, which includes ensuring transparency and fairness in decision-making, effective use of the managerial resources at hand, and increasing operational dynamism through rapid and bold decision-making, all based on the resolution of our Board of Directors. This policy allows us to manage more effectively, improving operational dynamism through rapid and decisive decision-making. Accordingly, we will keep working to enhance corporate governance in line with the following basic ideas.
- We respect the rights of shareholders and treat them impartially according to their holdings. We endeavor to provide equal access to information and other areas for all of our shareholders.
- We cooperate as appropriate with our stakeholders, including our shareholders, employees, customers, suppliers, creditors, the local community, and a variety of others.
- We always disclose corporate information properly, to ensure transparency.
- In addition to our Board of Directors, independent directors sit on our Advisory Committee, which is composed primarily of independent officers, and the Outside Director and Auditor Liaison Committee, comprising entirely independent officers. Through this arrangement, we ensure the effectiveness of business execution and the supervisory function.
- With consideration for (1) mentioned above, we offer occasions for active and constructive dialogue with the shareholders.
Corporate Governance Structure
Our group's management structure is as depicted below.。
- *1 Outside Director and Auditor Liaison Committee: This committee, which is composed entirely of Independent directors and Independent Audit & Supervisory Board members, meets as necessary to enable external executives to exchange from an independent perspective information related to Board of Directors operation and the management and supervision of the Group.
- *2 Advisory Committee: This council, comprising independent directors, Independent Audit & Supervisory Board members and the president and representative director, evaluates the operation of the Board of Directors and considers particularly important matters related to directors, including their appointment, dismissal, assignment of roles and ranks, and compensation. This exchange of opinions between the external executives and the president and representative director ensures transparency and objectivity.
- *3 Operating Committee of Top Management: As an organization for considering and formulating basic strategies for the overall Group, this council meets as appropriate. Meetings are attended by top management and related directors.
- *4 Specific theme managerial meetings: These meetings provide a venue for reporting on activities related to departmental management of the overall Group. At these meetings, appropriate themes are selected, information shared, and opinions exchanged.
- *5 Operating Control Committee: This organization deliberates the Group's medium-term plans, budgets, and capital investments, and manages profit and loss. Convening business division and facility representatives and through other ways, it swiftly deliberates on the matters at hand.
- *6 Internal Audits Division: This division is composed of staff who are well versed in operations and have high levels of specialized expertise. It objectively verifies and evaluates business legality and rationality and reports audit results to the representative directors.
Decision Making and Our System for Executing Business
Important matters concerning the management of our Group are decided by the Board of Directors which meets on a regular basis. We also have in place an Operating Committee of Top Management, specific theme managerial meetings and an Operating Control Committee. Working through important managerial matters and delivering progress reports allows for the establishment of a system to appropriately execute the needed measures.
Along with auditing policies and an annual audit plan prescribed based upon the laws and articles of incorporation, each corporate auditor attends important assemblies such as the Board of Directors meeting to view crucial documents like transcripts and approvals and examine the directors’ execution of duties. Based on the auditor's report, the Audit & Supervisory Board voices its concerns and suggests any necessary improvements.
Appointment of Independent Directors and Independent Audit & Supervisory Board Members
As of June 29, 2016, two of the Group’s nine directors and two of its four auditors are appointed from outside the Company. We are thus enhancing the monitoring and supervisory functions of our decision-making by incorporating views independent from those of management.
Internal Control System
Regarding CSR and risk management as central issues to internal control, we have developed a system that stringently addresses them. To augment our management structure, we have established a Group CSR & Risk Management Headquarters, which implements measures as necessary through subordinate task forces and committees. In this manner, we are working to enhance the Group’s overall internal control system and enhance its rationality.