Corporate Governance
Basic Approach to Corporate Governance
<Basic Concept>
We believe that the foundations of corporate governance are "management transparency," "improved accountability," and "simple management" for shareholders and other stakeholders. To this end, we proactively appoint independent outside directors and outside auditors, and are working to establish a highly transparent governance system and disclose information in a timely and appropriate manner.
<Basic policy>
- Ensuring the rights and equality of shareholders
The Company takes into consideration the need to ensure substantial equality for all shareholders and discloses and provides information, whether positive or negative, in a timely and appropriate manner to help shareholders exercise their rights appropriately. - Appropriate collaboration with stakeholders other than shareholders
The Company recognizes that cooperation with all stakeholders, including shareholders, is necessary for sustainable growth and the improvement of its corporate value over the medium to long term. Its officers and employees will act in accordance with the Company's management philosophy, and it will aim to become a company that is trusted by its stakeholders by actively working with its customers to resolve various social issues. - Ensuring appropriate information disclosure and transparency
In accordance with laws and regulations, the Company will disclose financial information, such as the company's financial position and business performance, on a quarterly basis, and will also proactively disseminate non-financial information that is deemed important to all stakeholders, including shareholders, in a timely and appropriate manner, such as through its website and news releases. - Responsibilities of the Board of Directors, etc.
The Company formulates business plans as corporate strategies to ensure sustainable growth and improve its medium- to long-term corporate value. The Company evaluates and supervises the execution of duties by establishing an objective, neutral, and highly effective supervisory system with outside directors and outside auditors. - Dialogue with shareholders
In order to achieve sustainable growth and improve our medium- to long-term corporate value, we will not only provide information from our side, but also strengthen our investor relations system to further promote the exchange of opinions with shareholders and investors, and will actively respond to requests for interviews and conversations from shareholders and investors.
Corporate Governance System
The Company has established the Governance Committee and the Nomination and Remuneration Committee as voluntary advisory bodies to the Board of Directors.
The Governance Committee aims to review the Company's corporate governance and management status from the perspective of minority shareholders, provide advice to the Board of Directors on the appropriateness of the process leading to management decisions, and confirm the appropriateness (fairness) of transactions with related parties.The Governance Committee is composed of three or more members who are independent outside directors, independent outside auditors, or independent outside experts who are independent from the management of the Company or its Group.
The Nomination and Remuneration Committee deliberates on the appointment, dismissal, and remuneration of directors, representative directors, and auditors, and makes recommendations and proposals to the Board of Directors, thereby ensuring the fairness, objectivity, and transparency of these matters and further strengthening corporate governance functions. The Nomination and Remuneration Committee is composed of representative directors and independent outside directors, and the chairperson is mutually elected from among the independent outside directors.
Furthermore, in order to maintain and strengthen the environmental society that forms the foundation of our business, and to realize sustainability management that continuously maintains, changes, and grows our business, we have established a Sustainability Promotion Committee that centrally and comprehensively addresses important issues and works to co-create the future from a global perspective and develop a sustainable society. The Sustainability Promotion Committee is chaired by a Director, Executive Officer, and Head of Business Administration Division, and is composed of members with consideration for diversity.
The members of each organization are as follows: (◎ indicates the chairperson or committee chairperson)
| Job title etc. | full name | board of directors | Board of Auditors | Governance committee |
Nomination/Remuneration committee |
Management Meeting |
|---|---|---|---|---|---|---|
| Representative Director, President and CEO | Makoto Hayama | ◎ | ○ | ◎ | ||
| Director and Managing Executive Officer | Seiji Ishida | ○ | ○ | |||
| Director and Executive Officer | Jun Yoshihara | ○ | ○ | |||
| Director and Executive Officer | Junichi Shibuya | ○ | ○ | |||
| Director | Kazutoshi Ono | ○ | ||||
| Outside Director | Yoshimasa Nagase | ○ | ||||
| Outside Director | Mariko Magnan | ○ | ◎ | |||
| Outside Director | Haruhi Kuroda | ○ | ◎ | ○ | ||
| Full-time Audit & Supervisory Board Member | Kyosuke Togano | ◎ | ○ | |||
| Outside Audit & Supervisory Board Member | Norihisa Ogawa | ○ | ○ | |||
| Outside Audit & Supervisory Board Member | Takahiro Kobayashi | ○ | ||||
| Outside Audit & Supervisory Board Member | Rie Mizukami | ○ | ○ | |||
| lawyer | Makoto Shimizu | ○ | ||||
| Executive Officer | 3 people | ○ |