Company

Corporate Governance

Corporate Governance Structures

At the General Meeting of Shareholders held on June 24, 2016, a resolution was passed to revise the Articles of Incorporation to transition the Company into a Company with an Audit and Supervisory Committee. As a result, the Company transitioned from a Company with a Board of Auditors to a Company with an Audit and Supervisory Committee on that day. The purpose of this transition is to further strengthen the supervisory function of the Board of Directors and further enhance corporate governance. The Company has a Board of Directors, which is the decision-making body for management, and has also adopted an Executive Officer system, in which Executive Officers handle business execution in accordance with the decisions made by the Board of Directors.

Board of Directors:
The Board of Directors is comprised of seven Directors (including three Directors who are Audit and Supervisory Committee members), and it makes decisions regarding important business execution as well as other matters as stipulated in the Regulations of the Board of Directors. The Board of Directors in principle meets regularly once per month, and may also meet at other times as required.
Audit and Supervisory Committee:
The Audit and Supervisory Committee is comprised of three Directors who are Audit and Supervisory Committee members (of which two are External Directors). There are two full-time Audit and Supervisory Committee members who are elected by the members of the committee. Each Audit and Supervisory Committee member attends important meetings of the Board of Directors and other bodies, and conducts investigation of the operations and status of assets of the Company and subsidiaries of the Company in accordance with the auditing policies, sharing of duties and other matters decided by the Audit and Supervisory Committee, in addition to auditing the execution of duties by Directors. Furthermore, one Substitute Director who is an Audit and Supervisory Committee member has been elected to prepare for a case where the number of Audit and Supervisory Committee members falls short of the number stipulated by laws and regulations.
Management Committee:
The Management Committee is comprised of the Representative Directors, Executive Officers, and Audit and Supervisory Committee members (observers). It in principle meets regularly once per month, and may also meet at other times as required. In accordance with the Company’s internal rules, the Management Committee discusses matters to be discussed ahead of the Board of Directors as well as matters to be resolved by the Management Committee. There are six Executive Officers (of which two concurrently serve as Directors). The term of Executive Officers is one year, and steps are being taken to clarify their responsibilities regarding business execution.

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