Corporate Governance

Basic Views

As a producer of a variety of premium mushrooms, Yukiguni Maitake Co., Ltd. and its group companies are working together to build a strong business platform to support the healthy diet of people in Japan and overseas.

To achieve sustainable enhancement of corporate value through management with a sense of responsibility to all of our stakeholders, including shareholders, customers, employees, business partners and local communities, we believe that it is essential to build mechanisms for timely and accurate decision-making and action that can respond to global needs and increase the efficiency and soundness of management.

To that end, we recognize that strengthening of corporate governance is an important management priority and are working to 1) expedite decision-making, 2) enhance the management oversight function, 3) improve management transparency and 4) establish corporate ethics.

We will continue to fulfill our social responsibilities based on safety and security. At the same time, we will strive to meet the expectation of our stakeholders by optimizing the health-promoting benefits of mushrooms endowed by nature and ensuring strict quality management and stable production through the technologies developed by our people to achieve sustainable growth and coexistence with bountiful nature.

Overview of Our Corporate Governance System

Yukiguni Maitake was shifted to a company with the Audit and Supervisory Committee by resolution of the 5th Ordinary General Meeting of Shareholders held on June 24, 2022. Our corporate governance system is enhanced with additional supervisory function within the Board of Directors by assigning the members of the Committee who are responsible for auditing and supervising the activities of Directors to the Board of Directors and giving them the voting rights. This mechanism enables speedy and responsive management because the Directors can be entrusted to make important decisions regarding execution of business.

We believe this promotes more transparent, fairer, speedier, and bolder decision making process and ensures an ever more powerful system that strongly supports management decisions.

Board of Directors

The Board of Directors is chaired by President & CEO. In principle the Board of Directors meets once a month. The Board of Directors deliberates and makes decisions on management policies and material matters regarding execution of business, and fulfills its role in supervising business execution. The Board of Directors is comprised of eight Directors. To ensure decision-making from a broader perspective and objective supervision of business execution, two out of the five Directors (excluding Directors who are Audit and Supervisory Committee Members) are Outside Directors and two out of the three Directors who are Audit and Supervisory Committee Members are Outside Directors, in the Board of Directors.

Audit and Supervisory Committee

The Audit and Supervisory Committee meets once a month in principle and is held at any time as necessary. All Audit and Supervisory Committee members participate in the Board of Directors meetings. A full-time Audit and Supervisory Committee member participates in the Management Executive Meeting as an observer and confirms the process of important decision-making and the execution of business by browsing internal approval documents to grasp the situation of the company. In addition, the full-time Audit and Supervisory Committee member participates in major committees such as the Sustainability Promotion Committee, the Internal Control Committee, the Risk Management Committee and the Compliance Committee as an observer, confirms compliance with rules and regulations, the Articles of Incorporation, internal rules, etc. and response to assumed risks, and expresses opinions to the executors as appropriate.

Audit and Supervisory Committee members who are Outside Directors fulfill management supervisory functions from an objective viewpoint based on an outside viewpoint through grasping important management information. In order to further increase the independence and neutrality of audits by the Audit and Supervisory Committee, two out of the three Audit and Supervisory Committee members are Outside Directors.

In addition, the Audit and Supervisory Committee receives reports on internal audit work at least once every two months in principle from the Internal Audit Office and exchanges opinions as appropriate. This committee exchanges opinions with Accounting Auditor as appropriate at financial briefings once every three months in principle and strives to increase the efficiency and effectiveness of audits by the Audit and Supervisory Committee. Furthermore, the Audit and Supervisory Committee exchanges opinions with President & CEO once every three months in principle and shares information and consults on company-wide issues, important audit issues and others.

Nomination and Compensation Committee

To increase the transparency and objectivity of the deliberation process regarding the appointment and dismissal of officers and the compensation system, the Nomination and Compensation Committee is in operation on a voluntary basis as an advisory body to the Board of Directors. The Committee is comprised of three or more members who are elected from among Directors, and the majority of them are Outside Directors who are registered with the Tokyo Stock Exchange as Independent Directors. In addition, the Chairperson of the Committee is elected from among Independent Outside Directors.

Special Committee

From a viewpoint of protecting the interests of minority shareholders, the Special Committee comprised of Independent Outside Directors has been established pursuant to the Corporate Governance Code. In this Committee, deliberation and investigation on material transactions and actions with controlling shareholders as well as validation of ongoing transactions with them are conducted once a year and reported to the Board of Directors to protect minority shareholders.

Management Executive Meeting

The Management Executive Meeting is mainly comprised of Other full-time directors (excluding directors who are members of the Audit and Supervisory Committee) and Executive Officers, and chaired by President & CEO. In principle, it is held once a week and deliberates management plans, management control, management improvement measures, corporate governance system and other material matters related to management. A full-time Audit and Supervisory Committee member participates in the meeting as an observer.

Sustainability Management Committee

The Company has established the Sustainability Management Committee in order to promote initiatives towards the sustainable growth of the Group as a whole and solving social issues including climate change risks. This committee deliberates, operates and administrates initiatives to solve the important issues of sustainability at Yukiguni Maitake Group, sustainable growth and social issues. The Sustainability Management Committee is chaired by President & CEO, Representative Director, and is comprised of other full-time Directors (excluding Directors who are Audit and Supervisory Committee Members), Executive Officers and Presidents & CEOs of Group companies pursuant to the Rules for the Sustainability Management Committee. In principle, the Sustainability Management Committee meets once every half year. In addition, a full-time Audit and Supervisory Committee Member participates in the meeting as an observer.

Internal Control Committee

For the purposes of strengthening a system to ensure the appropriateness of financial reports and improving and strengthening group control environment, the Company has established the Internal Control Committee. This committee deliberates, operates and administrates an internal control policy, developing the structure of administrative base regarding internal control, prevention measures regarding internal control and other important matters relating to internal control at Yukiguni Maitake Group. The Internal Control Committee is chaired by President & CEO, Representative Director, and is comprised of other full-time Directors (excluding Directors who are Audit and Supervisory Committee Members) and Executive Officers pursuant to the Rules for the Internal Control Committee . In principle, the Internal Control Committee meets once every quarter. In addition, a full-time Audit and Supervisory Committee Member participates in the meeting as an observer.

Risk Management Committee

For the purposes of improving a system to manage risks and operating and administrating company-wide risk management, the Company has established the Risk Management Committee. The Risk Management Committee is chaired by President & CEO, Representative Director, and is comprised of other full-time Directors (excluding Directors who are Audit and Supervisory Committee Members), Executive Officers and Presidents & CEOs of Group companies pursuant to the Risk Management Regulations. In principle, the Risk Management Committee meets twice a year. In addition, a full-time Audit and Supervisory Committee Member participates in the meeting as an observer.

Compliance Committee

In order to deliberate compliance-related matters and verify their response, the Company has established the Compliance Committee and strives to improve compliance management. The Compliance Committee is chaired by President & CEO, Representative Director, and is comprised of other full-time Directors (excluding Directors who are Audit and Supervisory Committee Members), Executive Officers and Presidents & CEOs of Group companies pursuant to the Compliance Regulations. In principle, the Compliance Committee meets four times a year. In addition, a full-time Audit and Supervisory Committee Member participates in the meeting as an observer.

In addition, the Company has formulated the “Detailed Rules for Operating Compliance Consultation Desk” and has established outside consultation desk and in-house consultation desk as “Open-door Yukiguni,” an internal whistle blowing desk. In the event of any consultation case of Director or Executive Officer’s unfair practice, etc., the Company has developed a structure that it promptly reports the case to Independent Outside Directors and appropriately examines and responds to the case.

Internal Audit office

To strengthen our internal control system, we established Internal Audit Office that directly reports to President & CEO. It carries out internal control based on the audit plan. The office is comprised of three members, including an office head.

Internal Control System

As a system to ensure transparency and fairness in corporate management, we have established the Basic Policies for the Internal Control System and are operating the internal control system based on it.

For more details on our corporate governance system, please refer to the Securities Report and the Corporate Governance Report.

Corporate Governance System

For more details on our corporate governance system, please refer to the Corporate Governance Report..