Core approach to corporate governance
Seeking to achieve sustainable growth and improve our corporate value, we are making ongoing efforts to streamline management decision-making, ensure transparency through the timely disclosure of information, improve auditing and internal controls, and emphasize corporate governance.
Corporate governance reports(Update 1/22/2019)
We issue a regular Corporate Governance Report to the Tokyo Stock Exchange.
Summary of corporate governance system
Officers and board of directors
The board of directors consists of eight directors who meet at a once-monthly meeting of the board, as well as at other meetings convened on an ad-hoc basis. Supervisory board member attend these meetings in order to assess the executive duties of directors, the suitability of current management decisions, and the efficiency and fairness of matters being undertaken. In addition, resolutions are made concerning legal matters and the articles of incorporation, alongside any other matters of importance, with decisions being rendered on business execution. The representative director acts as the chair of the board of directors and oversees it, as well as executes resolutions of the board and oversees all business of the company.
The supervisory board consists of four members, two of whom are external supervisory board member. It convenes a session once monthly and oversees the business climate and decision-making process. Supervisory board member also attend meetings of the board and speak with directors, as well as review resolution documents, in order to advise on and assess the validity, efficacy, and fairness of management decisions and initiatives and supervise decisions of the board and their execution. They also pursue an enhanced supervisory function by partnering with audit firms and the internal auditing group.
Internal Auditing Department
The internal audit office is a key department presided over by the representative director and responsible for the creation and maintenance of compliance systems. As the department charged with internal oversight, it follows a set of internal audit regulations to review the efficacy, propriety, fairness, and compliance of business initiatives and management across the different departments of the group companies and conducts periodic audits, reporting these findings to the president. Results of internal audits and the need for any redressing are reported to supervisory board member and opinions exchanged.
KPMG AZSA LLC performs accounting audits of our finances in accordance with the Financial Instruments and Exchange Act and the Companies Act.
Rationale for current corporate governance approach
Our company operates under a supervisory board, with the board of directors consisting of eight members, one of whom is an external director. The supervisory board consists of four members, two of whom are external supervisory board member. External supervisory board member and directors are members with insights and expertise into the industry and management as a whole, and with specialized knowledge of accounting. They attend meetings of the board and we feel they contribute a substantial role in providing management oversight.
Supervisory board member also disclose information to and exchange opinions with accountancy firms and our internal supervisory group in order to prevent malfeasance and errors. For these reasons, we have elected to employ this system out of our belief that it ensures adequacy and fairness.