Corporate Governance System

Corporate Governance System

Governance system

Board of Directors

  • The Board of Directors consists of 7 directors, including two external directors, and their terms of office shall last until the conclusion of the Ordinary General Meeting of Shareholders held with respect to the final fiscal year ending within one year after election.
  • The nominating committee and the remuneration committee are established voluntarily as advisory bodies to the Board of Directors. The nominating committee and the remuneration committee comprise the CEO and Independent External Directors to ensure independence of the committees.
  • The agenda items for discussion in the Board of Directors are set forth in the Articles of Incorporation and the Board of Directors Rules.In addition, the Company has introduced the executive officer system with the aim of strengthening corporate governance and speeding up decision-making and execution.

The Company stipulates the maximum number of directors at 7 in the Articles of Incorporation. The Board of Directors elects director candidates who are considered the most suitable for the position, regardless of their nationality, ethnicity, gender, or age, based on discussions by the nominating committee.At present, there are 11 directors serving, all of whom have a wealth of knowledge and experience regarding business management. Four Independent External Directors have been elected, and they hold constructive and lively discussions at the Board of Directors meetings from diverse perspectives, including outside perspectives.

Audit & Supervisory Board Members and the Audit & Supervisory Board

The Audit & Supervisory Board consists of four members, two of whom are external members. (two full-time members and two part-time members)the company ensures adequate independence of the two external Audit & Supervisory Board Members, who have a wealth of knowledge and experience in their compliance,risk manegement or CPA.Audit & Supervisory Board Members including outside Audit & Supervisory Board Members attend the Board of Directors meetings, allowing them to monitor and verify the decision-making of the Board and fulfillment of the Board’s obligation to supervise the execution of duties by each Board Director.Moreover, the Audit & Supervisory Board Members receive regular reports from Board Directors,Audit & Supervisory Board Members, and other personnel of major subsidiaries and conduct hearings, as necessary, to audit the execution of duties by the Board Directors of the Company.

The Audit & Supervisory Board meets once a month, in principle. At the meeting, the Audit & Supervisory Board Members decide on the audit policy, plan, and other matters, receive quarterly briefings and reports related to the earnings results from the Independent Auditor, and exchange information and opinions with the Independent Auditor as necessary.The Audit & Supervisory Board receives briefings from Board Directors on individual case as necessary.

The Audit & Supervisory Board office has been established to support the duties of all the Audit & Supervisory Board Members, including the external members. The office comprises dedicated personnel who act under the directions of the Audit & Supervisory Board Members to gather information, investigate matters, and give other assistance.

Internal audits

The Internal Audit Department conducts internal audits of the overall duties of the Company as an organization directly under the CEO, and also conducts audits of subsidiaries as a parent company. The Internal Audit Department mainly evaluates business compliance with laws and regulations and effectiveness of internal control, and reports the results of internal audits to the CEO and the Board of Directors of the Company while explaining them to the Audit & Supervisory Board Members.