Board of Directors
The Board of Directors consists of eight members, four of whom are outside directors.
The Board makes decisions on the group's management policies, strategies, and other essential management matters, and supervises the execution of duties by management at regular monthly meetings. Extraordinary meetings are held as necessary.
To expedite decision-making related to the execution of business matters not requiring the attention of the Board of Directors, the Board delegates authority to the Group Executive Committee and executive officers in accordance with regulations on decision-making authority.
Board of Directors Effectiveness Evaluation (FY2023)(Japanese only)
Nomination and Advisory Committee
Established to ensure transparency and objectivity in the election process for director, auditor, and executive officer candidates.
The committee consists of five members, three of whom are independent outside directors.
The committee serves as an advisory body to the Board of Directors and deliberates on the following matters and provides recommendations and proposals to the Board of Directors.
Matters to be reviewed by the Nomination Advisory Committee:
1. Matters related to the appointment and dismissal of Group directors, auditors, and executive officers
2. Matters related to basic policies on the appointment and dismissal of Group directors, auditors, and executive officers, and the establishment, revision, and abolishment of regulations and procedures.
3. Other matters deemed necessary by the committee related to the appointment of director and auditor candidates and the dismissal of directors and auditors
Compensation Advisory Committee
Established to ensure transparency and objectivity in the decision process for compensation for directors and executive officers.
The committee consists of five members, three of whom are independent outside directors.
As an advisory body to the Board of Directors, this committee reviews, recommendations and proposals the following matters to the Board of Directors.
Matters to be reviewed by the Compensation Advisory Committee:
1. Matters related to the Officer Compensation System (basic compensation, performance-based compensation, shares with restrictions on transfer, etc.) for Group directors and executive officers
2. Matters related to performance (managerial indicators, target values, fluctuation range, etc.) of Group directors and executive officers
3. Matters related to compensation standards (compared to competitors) for Group directors and executive officers
Governance Committee
Established to strengthen the corporate governance system and its operation by increasing the effectiveness of the Board of Directors.
The committee consists of four members, three of whom are independent outside directors.
As an advisory body to the Board of Directors, this committee reviews the effectiveness of the Board of Directors and makes recommendations and proposals to the Board of Directors.
Sustainability Committee
Established to promote group-wide sustainability initiatives to achieve both the realization of a sustainable society and the sustainable growth of our group through the resolution of social and environmental issues.
This committee consists of six members, one of whom is independent outside directors and two of whom are executive officer.
As an advisory body to the Board of Directors, this committee reviews, recommendations and proposals the following matters to the Board of Directors.
Matters to be reviewed by the Sustainability Committee:
1. Proposal of basic plans, strategies, and basic policy on sustainability management and promotion activities
2. Establishment of materiality for the promotion of sustainability management
3. Establishment of KPIs for materiality and monitoring of progress
Group Executive Committee
Established as a deliberative and discussion body second to the Board of Directors.
The committee consists of directors (excluding outside directors), auditors, and others designated by the committee chairperson. The committee meets twice monthly and on an as-needed basis.
The committee decides, reports, and discusses managerial strategies and other important matters.
Audit & Supervisory Board
Meetings are held on a regular monthly basis to make decisions on important matters related to audits, report on the status of audit implementation, and exchange opinions.
Corporate auditors conduct sufficient audits by attending meetings of the Board of Directors and other important internal meetings, as well as by interviewing directors and employees directly on the performance of their duties.
Accounting Auditor
The Company has entered into an auditing agreement with KPMG AZUSA LLC for audits under the Companies Act and audits under the Financial Instruments and Exchange Act.
Corporate auditors and accounting auditors hold regular reporting and opinion-exchange meetings to strengthen cooperation.
Regularly scheduled debriefing sessions for exchange of opinions are as follows
Regularly held debriefing and opinion exchange meetings
- Audit result summary report meeting (once a year)
- Semiannual review results summary report meetings (once a year
- Accounting auditor's report meeting (attendance at president's report) (once a year)
- Auditors' discussion (once a year)
- Three-meeting (corporate auditors, accounting auditor, and audit office) audit liaison meeting (once a year)