Corporate Governance
The corporate philosophy of Mikuni Corporation (the “Company”) is to contribute to the creation of a prosperous society, and our goal is to become a sustainable, highly profitable company based on “monozukuri*.”
*“Monozukuri” is a Japanese term to describe the process of creating superior products through the pride of workmanship, manufacturing excellence, and continuous improvement.
With regard to our corporate governance system, we have adopted a company with an audit & supervisory board having decided that the appropriate structure for the Company to have is a Board of Directors, consisting of Directors who are familiar with the Company’s business, independent Outside Directors, that make decisions on and supervises the execution of business operations, and Audit & Supervisory Board Members, who have the right to audit, fairly audit the execution of duties by the Directors. Regarding the nomination and remuneration of senior management, Directors, and Executive Officers, the Company has established a system whereby a voluntary Nomination and Remuneration Advisory Committee, the majority of whose members are independent Outside Directors, advises and makes proposals to the Board of Directors in response to inquiries from the Board of Directors. The Company has established an “Opinion Exchange Meeting” between Outside Directors, Audit & Supervisory Board Members and Representative Directors in order to utilize the deep insight of outside parties. We have adopted an executive officer system for efficient business execution and clarification of responsibilities, and are promoting the delegation of authority to Executive Officers. In order to ensure the appropriateness of business operations, the Compliance Committee, consisting of Directors, Executive Officers, and others, has created the “Compliance Code of Conduct,” and confirms compliance through educational activities and other means. In the same way, the Sustainability Committee identifies the factors that cause risk, conducts training to minimize losses in the event that risk materializes, and maintains a risk management system.
- 1.Board of Directors
- The Company’s Board of Directors consists of five Directors who are familiar with the Company’s business and five independent Outside Directors, and in principle meets monthly as well as convening extraordinary meetings as necessary. The Board of Directors makes decisions on and supervises the execution of business, and responds appropriately to changes in the business environment from a medium- to long-term perspective. The Chairman Member of the Board serves as Chairman.
- 2.Executive Officer System
- The Company has adopted an executive officer system for efficient business execution and clarification of responsibilities, and is promoting the delegation of authority to Executive Officers. The Executive Officer’s Meeting consists of the ten people listed below in addition to the President, CEO & COO and three Directors, and in principle meets monthly as well as convening extraordinary meetings as necessary. The President, CEO & COO serves as Chairman.
Shigeru Ikuta, Kazuhisa Handa, Toshio Karasawa, Yoshitaka Noda, Atsushi Shoji, Atsuhiko Oishi, Shinji Yamada, Osamu Watanabe, Hiroshi Ikegami, Jun Hiratsuka - 3.Audit & Supervisory Board Members
- The Company’s four Audit & Supervisory Board Members (including three Outside Audit & Supervisory Board Members), as an independent body within the Company, attend the Board of Directors meetings, Executive Officer’s Meeting and other important meetings, audit matters including the legality of business execution by Directors, the establishment of internal controls, and status of operations, while cooperating with the accounting auditor. In addition, they work towards improving the audit function such as exchanging opinions with the Representative Directors and regularly convening the “Opinion Exchange Meeting” as an opportunity for exchanging information. A standing Audit & Supervisory Board Member serves as Chairman.
With regard to our corporate governance system, we have adopted a company with an audit & supervisory board because the appropriate structure for the Company to have is a Board of Directors, consisting of Directors who are familiar with the Company’s business, independent Outside Directors, that make decisions on and supervises the execution of business operations, and Audit & Supervisory Board Members, who have the right to audit, fairly audit the execution of duties by the Directors. The Company has established an “Opinion Exchange Meeting” between Outside Directors, Audit & Supervisory Board Members and Representative Directors in order to utilize the deep insight of outside parties.
