Investor Relations > Management Policy > Corporate Governance

Investor Relations

Corporate Governance

Basic views on corporate governance

The Company promotes management that emphasizes the enhancement of corporate value for a diverse range of stakeholders (shareholders and investors, employees, customers, etc.) and accordingly we are working to put in place an internal control system that prioritizes these items.

  • Securing the transparency and objectivity of management
  • Speedy decision making and effective business operations
  • Timely and appropriate disclosure

Organization of the Company

  • Directors and Board of Directors
    • The Board of Directors of the Company is composed of 8 Directors (of whom 3 are outside Directors), and in addition to holding a regular meeting once a month as a rule, extraordinary meetings are held as necessary.
    • As well as taking decisions on items prescribed by laws and regulations, and important issues relating to management, the Board of Directors also oversees the state of execution of business by Directors.
  • Audit & Supervisory Board Members and Audit & Supervisory Board
    • The Company has set up an Audit & Supervisory Board.
    • The Audit & Supervisory Board of the Company is composed of 3 Audit & Supervisory Board Members (of whom 2 are outside Audit & Supervisory Board Members), and as a rule it meets once a month.
    • Each Audit & Supervisory Board Member audits the execution of duties by Directors, based on the audit policy, the audit plan and the assignment of duties decided by the Audit & Supervisory Board.
  • Management Committee
    • The Management Committee of the Company is composed of Directors with special titles, standing Directors and Executive Officers with special titles, and important items related to execution of business are approved by the Representative Director(s) after discussion.
      Furthermore, if there are multiple Representative Directors, approval shall be achieved through agreement between all of the Representative Directors.
    • Management Committee meetings are, as a rule, held twice a month in order to facilitate prompt decision making.
  • Nominating Committee and Remuneration Committee
    • The Company is not a company with committees as prescribed by the Companies Act, but with the aim of ensuring the transparency and objectivity of management, a Remuneration Committee and Nominating Committee have been set up.
    • The members of both committees are selected by a resolution of the Board of Directors, and from the point of view of securing the objectivity of the decision making process, more than half are non-executive Directors.
    • The Remuneration Committee recommends its policy for determining remuneration for Directors of the Company, of important subsidiaries and of affiliated companies to the Board of Directors, and decides the remuneration after consideration and discussion of the amounts and details of remuneration for individuals.
    • The Nominating Committee selects the candidates for Directors who will be elected at the General Shareholders' Meeting, and submits its recommendation to the Board of Directors.

Moreover, a schematic showing the corporate governance system for the Company is presented below.

schematic showing the corporate governance system

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