Governance initiatives

Thinking on information disclosure and constructive dialogue

The company’s corporate information is concentrated in General Affairs Department, the department responsible for the handling of information. General Affairs Department judges the necessity of information disclosure.

When it does so, it judges the appropriateness of disclosure not only in accordance with the Timely Disclosure Rules of the Tokyo Stock Exchange, but also from the perspective of building and maintaining relationships of trust with the stakeholders surrounding the company.

• Open Corporate Governance Report

Basic policy on corporate governance

1. We strive to ensure the rights and equality of shareholders.
2. We strive for appropriate cooperation with stakeholders other than shareholders.
3. We strive to ensure appropriate information disclosure and transparency.
4. We make transparent, fair, prompt and decisive decisions, fulfill our management responsibilities and responsibilities to make decisions on and supervise the execution of business as the duties and roles of the Board of Directors.
5. We strive for constructive dialogue with shareholders.

Corporate governance system

Corporate Governance System Chart

Board of Directors

The system at the company sees the Board of Directors cooperate to assume responsibility for management and business execution. At meetings of the Board of Directors held each month, basic management policies are determined and deliberations on business execution and specific plans take place.
In addition to meetings of the Board of Directors, we hold monthly meetings to determine and have intensive discussions on themes for each division.
Positive deliberations and considerations take place at these meetings, and we have a management system that enables quick and accurate decision-making, and flexible and effective management.

Board of Auditors

We have adopted an auditor system as our corporate management monitoring system. The Board of Auditors is comprised of three people in total, one full-time Auditor, and one legal expert and one accounting expert as External Auditors, all of whom are men. The Board of Auditors attends important meetings such as meetings of the Board of Directors so we have a system that fully monitors the execution of business by the Board of Directors.

Internal audits

We established Internal Audit Department as an organization under the direct control of the President to implement accounting and work audits and report to the President and the Board of Auditors.
The company has increased the transparency of the Board of Auditors by appointing two External Auditors with expert knowledge and it fulfills the functions of monitoring and supervising management.
In addition, while maintaining its independence, the Board of Auditors meets regularly with the accounting auditor to further enhance the effectiveness of audits, and confirms the audit policy, accounting system and other key matters that reflect changes.
Moreover, it also exchanges opinions positively on the results of audits and strengthens its management monitoring function.

Accounting audits

The company appoints an external auditing firm as its accounting auditor and enters into an audit contract for audits based on the Companies Act and the Financial Instruments and Exchange Act.
In addition, the assistants in accounting audits number twelve people including three certified public accountants.

Nominations Committee

TThe company established the Nominations Committee to ensure fairness, transparency and objectivity in the procedures related to the nomination of directors. It is comprised of three or more members, including the President and Representative Director and External Directors.
The Nominations Committee deliberates on matters related to the nomination policy, such as the duties and qualifications required of Representative Directors and Directors, and matters related to the appointment and dismissal of Representative Directors and Directors, and submits its findings to the Board of Directors.

Executive officers (employment type)

The company introduced an executive officer (employment type) system in April 2023 and has appointed four executive officers. Executive officers are delegated the authority to execute business operations and do so under the supervision of the Board of Directors in accordance with the basic policies of the company resolved upon by the Board of Directors.
This expedites decision making and improves the efficiency of business execution, thereby achieving more mobile business execution.

External Directors and External Auditors

We strive for External Directors and External Auditors to grasp the details of business in full through the Board of Directors and the Board of Auditors.
In addition, full-time auditors also communicate directly with External Auditors as required to communicate information and provide materials.

Executive compensation

The company has established the following policies regarding the determination of the amounts of compensation for officers.

1）A compensation system that motivates directors to perform their duties

2）A compensation system linked to business results

3）A compensation system suitable for the roles and responsibilities of directors

Based on these policies, the compensation system for directors consists of basic compensation, short-term results-linked compensation and medium to long-term results-linked compensation.
The Board of Directors delegates matters concerning compensation for improving objectivity and appropriateness.

Compensation Committee

The Compensation Committee is an optional decision making body comprised of the Representative Director and External Directors. The Compensation Committee establishes the amount of monthly compensation and bonuses for each Director based on the regulations within the total amount of compensation approved by the General Meeting of Shareholders, excluding stock compensation.

Compensation system

･ Basic compensation

Monthly compensation is determined for each Director based on the discussions of the Compensation Committee.

・Short-term results-linked compensation

Bonuses linked to results for a single fiscal year are determined based on the discussions of the Compensation Committee taking into consideration each Director’s contribution to results.

･ Medium to long-term results-linked compensation

The company provides its own shares, etc., based on the cumulative number of points granted in accordance with the degree of achievement of management indicators for each fiscal year.
The compensation system for Auditors includes only basic compensation.

last updated：2023/09/29　Update the content of the initiative