Corporate Governance

Basic Stance on Corporate Governance

The Company firmly believes that a corporation is a public institution, or a social apparatus with roles and functions for fulfilling people's wishes and living up to the expectations of society. Based on this philosophy, the Company aims to become a highly efficient corporate medium for exchanging value. Accordingly, the Company shall provide all stakeholders with higher value through the mutually beneficial relationships it builds with shareholders, customers, business partners, employees and all other stakeholders it interacts with in the course of conducting its corporate business activities. By continually enhancing corporate governance with this philosophy as an impetus, the Company shall realize sustainable growth and enhance corporate value over the medium to long term, while fulfilling its social responsibility to stakeholders.

Corporate Governance Structure

The Company has transitioned to a Company with Audit & Supervisory Committee by resolution of the 69th Ordinary General Meeting of Shareholders held on June 23, 2022.
As of June 23, 2022, the Company’s Board of Directors consists of ten members, four of whom are outside directors. The Board of Directors deliberates and decides matters provisioned by laws and regulations and the Company’s Articles of Incorporation as well as business strategies, management plans, and other management issues while supervising the execution of business duties by directors.
Furthermore, the four outside directors are registered with the Tokyo Stock Exchange as independent directors.
To further strengthen Group governance, the Company newly established an Internal Control System Committee in November 2020, dissolving the existing Internal Control Committee.
In March 2022, the Company changed the name of the Nomination and Compensation Advisory Committee, a voluntary body that deliberates on director appointments and compensation, to the Nomination and Compensation Committee, and changed the members of the committee. From a standpoint of ensuring management transparency and objectivity, majority of the members of the Nomination and Compensation Committee are outside directors.

Our Directors

A schematic diagram of the timely disclosure system is shown below.

Assessing the Effectiveness of the Board of Directors

Assessments are carried out to evaluate the effectiveness of the Board of Directors. In FY 2021, a survey-type self-assessment was carried out concerning the Board of Directors composition, roles, operation, and support. Interviews were conducted based on the responses, and were evaluated at a Board of Directors meeting in April 2022.