Investor Relations

Corporate Governance Structures

• Overview of corporate governance structure
• Directors
• Activities of Outside Directors (July 1, 2022 to June 30, 2023)

Overview of corporate governance structure

The Company made the transition from a company with a board of corporate auditors to a company with an audit committee following the 4th Ordinary General Meeting of Shareholders on March 29, 2017 and has established a Board of Directors and Audit Committee. In addition, the Board of Directors established a voluntary Nomination and Compensation Committee on January 18, 2021.

The Board of Directors is made up of two directors (excluding those who are Audit Committee members) and three directors who are members of the Audit Committee (hereinafter, “Audit Committee members”). Its members are Miki Igarashi (Chairman, Representative Director, President and CEO), Koji Onozuka, Jun Narimatsu (Outside Director), Teruki Uchida (Outside Director), and Yasuaki Tabaru (Outside Director).
In principle, meetings are held monthly, with extraordinary meetings held as necessary. The Board of Directors makes decisions on fundamental management policies, matters stipulated by laws and regulations, and material matters relating to management, and supervises the execution of business by each director.

The Audit Committee comprises three Audit Committee Members. Its members are Jun Narimatsu (Chairman and Outside Director), Teruki Uchida (Outside Director), and Yasuaki Tabaru (Outside Director). In principle, meetings are held monthly, with extraordinary meetings held as necessary. The Audit Committee discusses auditing policies, auditing plans, and the status and results of audits. All three Audit Committee Members have been elected as independent outside directors and audit the overall legality and propriety of management from their independent and objective perspectives. The auditing structure allows them to receive reports on the status and results of internal audits from the Internal Audit Office, and request direct reports from directors and business divisions of the Company and its group companies as necessary.

Internal audits of the Company are conducted by the Internal Audit Office (three employees), which directly reports to the Representative Director, President and CEO. It implements business audits and internal control assessments of each division from the viewpoints of business efficiency, internal checks through rules and distribution of business authority, internal control systems concerning financial reporting, and compliance. Audit results are reported to the Representative Director, President and CEO, and there is a policy of information sharing and coordination with the Audit Committee from time to time to conduct effective audits. The audited divisions are given the audit results and guidance regarding matters that require improvement and are required to regularly report on the state of implementation of improvements. We are making efforts to realize highly effective auditing.

The nomination of officer candidates is discussed at a General Meeting of Shareholders after candidates have been determined by the Board of Directors following deliberation by the voluntary Nomination and Compensation Committee, of which a majority of members and the Chairman are independent outside directors, with a comprehensive determination as to the candidates’ ability to grasp the issues in their areas of responsibility and cooperate with other officers and employees to resolve issues; their knowledge to ensure compliance with laws, regulations, and corporate ethics, etc.; considering the current scale and stage of the business of the Company and based upon the corporate philosophy of the Company. The compensation of directors who are not Audit Committee Members is determined pursuant to the “Policy Relating to Determination of Individual Compensation and Other Terms for Directors” resolved by the Board of Directors after deliberation by the voluntary Nomination and Compensation Committee, of which a majority of members and the Chairman are independent outside directors, by delegation to the Nomination and Compensation Committee by resolution of the Board of Directors and within the total compensation limits resolved by the General Meeting of Shareholders, taking into consideration company performance, details of management, economic conditions, etc. The compensation of directors who are Audit Committee Members is determined through discussion by the Audit Committee within the total compensation limits resolved by the General Meeting of Shareholders, taking into consideration company performance, details of management, economic conditions, etc.
The Company believes it is possible to achieve and fulfill appropriate corporate governance through the current management structure, from the viewpoint of effectively demonstrating a balance between executive functions and management supervision and auditing functions in light of the nature and scale of the business.

Directors

Activities of Outside Directors (July 1, 2022 to June 30, 2023)

Diagram of Corporate Governance Structure