Corporate Governance

Basic Approach to Corporate Governance

<Basic Concept>

Our company considers "transparency in management," "improved accountability," and "simple management" to be fundamental to corporate governance for our stakeholders, including shareholders. Therefore, we actively appoint independent outside directors and outside Auditor, and are committed to establishing a highly transparent governance system and providing timely and appropriate information disclosure.

<Basic policy>

  1. 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.

  2. 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.

  3. 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.

  4. Responsibilities of the Board of Directors, etc.
    Our company formulates business plans as a corporate strategy to ensure sustainable growth and enhance corporate value in the medium to long term. We evaluate and supervise the execution of duties by establishing an objective, neutral, and highly effective supervisory system through outside directors and outside Auditor.

  5. 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

Our company has established a Governance Committee and a Nomination and Compensation 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, and to advise the Board of Directors on the appropriateness of the processes leading to management decisions. It also verifies 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 Auditor, or independent outside experts, and who are independent from the management of the company or the group.
The Nomination and Compensation Committee aims to further strengthen corporate governance functions by deliberating on the appointment, dismissal, and compensation of directors, representative directors, and Auditor, and by making recommendations and suggestions to the Board of Directors, thereby ensuring fairness, objectivity, and transparency in these matters. The Nomination and Compensation Committee is composed of representative directors and independent outside directors, and the chairperson is elected by mutual vote from among the independent outside directors.
Furthermore, in order to maintain and strengthen the environmental and social foundation of our business and to realize sustainability management that enables us to continuously maintain, change, and grow our business, we have established a Sustainability Promotion Committee. This committee comprehensively and centrally addresses important issues and is working towards co-creating the future from a global perspective and developing a sustainable society. The Sustainability Promotion Committee is chaired by the Director, Executive Officer, and Head of the Corporate Management Division, and is composed of members who take diversity into consideration.

The members of each organization are as follows: (◎ indicates the chairperson or committee chairperson)

Job title etc. full name board of directors Auditor Governance
committee
Nomination/Remuneration
committee
Management Meeting
Representative Director, President and CEO Makoto Hayama    
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 Auditor Kyosuke Togano      
Outside Auditor Takahiro Kobayashi        
Outside Auditor Eri Mizukami      
lawyer Makoto Shimizu        
Executive Officer 3 people        

Related Information