Corporate Governance
Guided by our corporate philosophy of contributing to the creation of a prosperous society, the Company, under its long-term management plan “VISION 2033,” aims to become a company trusted by all stakeholders, including shareholders, business partners, local communities, and employees, while achieving sustainable growth.
With regard to corporate governance as well, we believe it is important to establish and properly operate a framework that enables us to realize the vision set forth in our corporate philosophy and long-term management plan.
As for our corporate governance structure, the Company has adopted a Company with an Audit & Supervisory Board system. This is because we believe that a structure in which the Board of Directors—comprising directors who are well-versed in the Company’s business and independent outside directors—makes decisions on business execution and oversees management, while Audit & Supervisory Board Members with audit authority fairly audit the execution of duties by directors, is best suited to the Company.
- 1.Board of Directors
- The Company’s Board of Directors consists of four Directors who are familiar with the Company’s business and four 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 thirteen 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, Hidetoshi KUDO, Toshio KARASAWA, Yoshitaka NODA, Atsushi SHOJI, Shiniji YAMADA, Osamu WATANABE, Hiroshi IKEGAMI, Jun HIRATSUKA, Hidenao KITAJIMA, Kenzo FUJII, Takayoshi HOSHINA - 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.
