We strive to be a company that consistently produces excellent results with the support of our stakeholders. To this end, we view the ongoing enhancement of corporate governance as a vital management concern.
EIZO was transformed from a Company with Board of Company Auditors to a new system as a Company with Audit and Supervisory Committee upon the approval of the 49th general shareholders’ meeting on June 23, 2016.
Corporate Governance System
Board of Directors
The Board of Directors, which is composed of three directors (who are not members of the Audit and Supervisory Committee) and four directors who are members of the Audit and Supervisory Committee, makes decisions through frank discussions while striving to strengthen their supervision of management. The board meets monthly and as required. All important matters related to its decisions are discussed, and progress reports on the execution of operations are presented on a regular basis. Three of the seven directors are outside directors (as of June 23, 2016) who maintain no special interests in the company and therefore act in a highly independent capacity. The outside directors participate in decision-making on important matters from an objective and impartial standpoint and supervise the execution of operations. We have designated all the outside directors mentioned above as independent directors as stipulated under Tokyo Stock Exchange regulations.
The Management Committee is mainly composed of full-time directors and operating officers and is convened as required to accelerate strategic decision making, respond to important issues, and deliberate or report on the status of operations.
Operating Officer System
We have introduced a operating officer system to separate the supervision of management and the execution of operations, while accelerating the pace of operational execution.
Audit and Supervisory Committee
Our Audit and Supervisory Committee is composed of four members including three independent outside directors. They audit and supervise the execution of duties by directors in accordance with the audit policy, plans and other decisions of the committee. These audits and supervisory functions are conducted through the investigation of operations and assets by attending the Board of Directors and Management Committee meetings as well as other important meetings in cooperation with the Internal Auditing Department.
Internal Auditing System
The Internal Auditing Department carries out internal audits in accordance with the Basic Annual Audit Plan based on the Basic Regulations on Internal Audits, which specifies audit policies. All findings of these internal audits are reported to the president. Internal Auditing Department is composed of two members. An auditor who has wide knowledge of the departments to be audited is separately appointed to carry out the audit.
Compensation paid to directors (who are not members of the Audit and Supervisory Committee) consists of fixed and performance-based compensation, in an effort to further clarify directors’ management responsibilities for corporate performance and ensure transparency of the calculation method. The total annual amount is limited to less than 350 million yen, excluding salary for employees, combining the fixed and performance-based compensation following a resolution at the 49th general shareholders’ meeting on June 23, 2016. With respect to compensation for directors who are members of the Audit and Supervisory Committee, the same shareholders’ meeting adopted a resolution to limit the annual amount to less than 50 million yen.
Internal Control System
We established our basic policy underlying a system that ensures directors execute their tasks in compliance with the law and the articles of incorporation, along with a system for ensuring the appropriateness of other operations. Under this policy, we have proceeded to develop related systems and to complete the groundwork for establishing an internal control system. We have also established in an internal control system for financial transactions in accordance with the Financial Instruments and Exchange Act, and exercise thorough control over our financial operations.