Corporate Governance

Basic views

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, the Company believes 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.
Therefore, the Company recognizes that strengthening corporate governance is an important management priority and is working to 1) expedite decision-making, 2) enhance the management oversight function, 3) improve management transparency and 4) establish corporate ethics.

Summary of the corporate governance systems

The Company has adopted the structure of a company with an audit and supervisory board, establishing a system where the Board of Directors supervise execution of business while Audit and Supervisory Board Members audit the legality and validity of business. The Company is striving to ensure transparency, appropriateness and swiftness of management.

Board of Directors

The Board of Directors is comprised of seven Directors and chaired by the President and CEO of the Company. 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. To ensure decision-making from a broader perspective and objective supervision of business execution, two out of the seven Directors in the Board of Directors are Outside Directors. The term of office of Directors is set at one year in order to clarify their responsibilities to shareholders and to increase the agility of management to quickly respond to changes in the business environment.

Audit and Supervisory Board

The Audit and Supervisory Board is comprised of four Audit and Supervisory Board Members and chaired by an Outside Audit and Supervisory Board Member. In principle, the Audit and Supervisory Board meets once a month. The Audit and Supervisory Board Members conduct the audit work based on audit policies and audit plans, attend meetings of the Board of Directors and important meetings within the Company such as the Executive Committee, and express their opinions as appropriate. In addition, the Audit and Supervisory Board receives reports from each Audit and Supervisory Board Member on important matters related to audits and shares the information. To further increase the independence and neutrality of the audit system, three out of the four Audit and Supervisory Board Members are Outside Audit and Supervisory Board Members.

Compensation and Nomination Committee

To increase the transparency and objectivity of the deliberation process regarding the appointment and dismissal of officers and the compensation system, the Company decided at a meeting of the Board of Directors held in June 2020 to establish a voluntary Compensation and Nomination Committee as an advisory body to the Board of Directors. The committee began operating on the day the Company’s shares were listed on the Tokyo Stock Exchange. The committee is comprised of three or more Directors who are elected from among the Company’s Directors, and a majority of the committee members are Outside Directors who are registered with the Tokyo Stock Exchange as Independent Directors (“Independent Outside Directors”). In addition, the chairperson of the committee is elected from among the Independent Outside Directors by the Board of Directors.

Executive Committee

The Executive Committee is comprised of full-time Directors, Executive Officers, etc. and chaired by the President of the Company. In principle, the Executive Committee meets once a week. The Executive Committee deliberates management plans, management improvement measures, the corporate governance system and other material matters related to management.

Compliance Committee

To deliberate compliance-related matters and implement and verify company-wide risk management, the Company established the Compliance Committee, which is comprised of full-time Directors, outside attorneys, etc. and chaired by the President of the Company. In principle, the Compliance Committee meets once a month.

Internal Control System

As a system to ensure transparency and fairness in corporate management, the Company has established the Basic Policies for the Internal Control System and operates the internal control system based on the basic policies.

Corporate Governance Chart

Corporate Governance Report
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