Corporate Governance System
The Company is a company with Audit & Supervisory Board and has adopted an executive officer system as its governance system and operates its businesses by dividing the management, audit, and execution functions. Under the system, the Board of Directors supervises decision-making and business execution, the directors in charge and executive officers execute business operations, and auditors and an accounting auditor conduct audits. The Company introduced the executive officer system with the aim of accelerating decision-making and strengthening the business execution system.
In order to clarify the responsibilities of directors and respond flexibly to changes in the business environment, the term of office for directors is one year. Furthermore, to strengthen business management functions and enhance the supervision of the status of directors' business execution, we have put into place a system of two outside directors and three outside Audit & Supervisory Board members.
Quick Look at the Company's Corporate Governance System (as of June 24, 2025)
スクロールできます| Form of institutional design | Company with a Board of Corporate Auditors |
|---|---|
| Chairperson of the Board of Directors | President |
| Number of directors | 6 (of which, 1 female) |
| Number of outside directors | 2 (of which, 2 independent outside directors) |
| Term of office of directors | 1 year |
| Average attendance rate at Board of Directors meetings | 100％ |
| Number of auditors | 3 (of which, no females) |
| Number of outside auditors | 3 (of which, 3 independent outside directors) |
| Term of office of auditors | 4 years |
| Average attendance rate at Board of Corporate Auditors meetings | 100％ |
| Voluntary advisory bodies for the Board of Directors | Nomination and Remuneration Advisory Committee |
| Nomination and Remuneration Advisory Committee members | 3 (including 2 independent outside officers) |
| Attendance rate at Nomination and Remuneration Advisory Committee meetings | 100％ |
| Accounting auditor | Ernst & Young ShinNihon LLC |
Board of Directors
The Company's Board of Directors is comprised of six directors, two of whom are outside directors. It meets regularly once a month with the attendance of auditors to supervise management decision-making and the execution of duties by directors. At the Board of Directors meetings in FY2024, in addition to matters necessary for management as stipulated in the Board of Directors regulations, matters related to management strategy and the promotion of sustainability were discussed. Future responses to the results of the evaluation of the effectiveness of the Board of Directors were also discussed.
Board of Corporate Auditors
The Board of Corporate Auditors is comprised of three auditors (three of whom are outside auditors) and serves as a check on the Board of Directors. Additionally, to ensure an effective internal control system, the Board of Corporate Auditors works with the internal audit departments to monitor the operation of the Risk Management Committee and Compliance Committee. In accordance with the audit policy and division of duties decided by the Board of Corporate Auditors, each auditor attends meetings of the Board of Directors, the Management Meeting, and other important meetings. At these venues, they receive reports from directors and others on the status of their performance of duties, auditing the directors' performance of their duties. In addition, with regard to accounting, the auditors receive reports from the accounting auditor on the status of their performance of duties and confirm the appropriateness of the audit methods and results.
Internal Audits
The Company's Internal Audit Department regularly audits the status of business activities to ensure compliance with laws, regulations, the Articles of Incorporation, and various other rules.
Nomination and Remuneration Advisory Committee
The Nomination and Remuneration Advisory Committee serves as a voluntary advisory body to the Board of Directors with the aim of strengthening the fairness, transparency, and objectivity of procedures related to the nomination and remuneration of directors and auditors and enhancing corporate governance. The committee is comprised of three or more members, the majority of whom must be independent outside directors who meet the independence standards set by the Tokyo Stock Exchange. The role of the committee is to respond to inquiries from the Board of Directors by deliberating and reporting to the Board of Directors on matters related to the policy regarding the nomination and remuneration of directors and auditors, as well as matters related to the appointment, dismissal, and remuneration of directors. During the fiscal year under review, the Nomination and Remuneration Advisory Committee deliberated on the appointment of directors and the remuneration of each director based on their performance achievements, and reported its findings to the Board of Directors.
