Corporate governance

Our company’s management philosophy is to contribute to the creation of a more prosperous society. In order to realize this management philosophy and fulfill our social responsibilities, we must uphold laws and regulations with integrity and carry out our corporate activities with good sense and high ethical standards.
The foundational policy of our corporate governance is to promote compliance management, and to practice corporate management that is fair and transparent, in order to meet the expectations and demands of all of our stakeholders, including customers, shareholders, suppliers, etc.

In the 88th Ordinary General Meeting of Shareholders, held on August 30, 2017, it was resolved to amend the Articles of Incorporation to make the change to being a company with an Audit and Supervisory Committee. Accordingly, that same day we changed from being a company with a Board of Company Auditors to a company with an Audit and Supervisory Committee.
This transition was intended to strengthen the audit function of the Board of Directors, enhance corporate governance, and improve management transparency.

The Board of Directors is composed of 9 directors, and the 3 directors of the Audit and Supervisory Committee (of which 2 are outside directors). In addition to meeting once a month, they also hold interim meetings when appropriate, to deliberate and decide on important matters relating to basic management policies, legal requirements, etc., as well as to confirm the progress of the business plan and supervision related to the state of business execution.
In addition, we have introduced an executive officer system, in order to separate the management functions of decision-making and supervision from that of business execution. The term of office for executive officers is one year. Also, some executive officers (excluding those on the Audit and Supervisory Committee) will also serve on the Board of Directors.

To allow for timely discussion of specific issues related to business execution, we have established a management committee, composed of directors and executives, that as a general rule meets regularly.

The Audit and Supervisory Committee is composed of 3 directors (2 of them external) who are supervisory auditors. One of them is selected as a Full-time member of the Audit and Supervisory Committee. In addition to holding meetings once a month, the Audit and Supervisory Committee shall hold interim meetings as necessary. The directors of the Audit and Supervisory Committee shall abide by the audit policies and plans established by the committee. They shall also audit and supervise the execution of duties by the Board of Directors through the review of important documents, etc., and by attending important meetings, including management meetings and meetings of the Board of Directors.

We have established an Internal Control Promotion Committee, in order to engage with compliance and risk management on a company-wide basis. The Internal Control Promotion Office reports directly to the president, and is in charge of maintaining and operating the internal control system, compliance activities, promoting risk management, and carrying out internal audits.