We strive to be a company that builds and maintains relationships of trust with stakeholders who support us and consistently enhances its corporate value. To this end, ensuring sound, transparent and efficient management is essential, as is viewing the ongoing enhancement of corporate governance as a vital management concern.
Corporate Governance System
Board of Directors
The Board of Directors, 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, bases its decisions on frank discussions while also striving to strengthen its supervision of management. The board meets on dates scheduled for each fiscal year and as needed. All important matters related to the company’s decisions are discussed, and status reports on the execution of operations are presented on a regular basis.
Three of the four directors who are members of the Audit and Supervisory Committee are outside directors. They 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 while auditing and supervising the execution of operations by directors. We have selected all the outside directors mentioned above as independent directors as stipulated under the 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 and other matters.
Operating Officer System
We have introduced an 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 outside directors. It meets on dates scheduled for each fiscal year and as needed. Its members audit and supervise the execution of duties by directors in accordance with the audit policy, plans and other committee decisions. These audits and supervisory functions are conducted through the investigation of operations and assets by attending the Board of Directors and other important meetings in cooperation with the Internal Auditing Department and Internal Control Department.
Internal Auditing System
The Internal Auditing Department carries out internal audits at all Group companies in Japan and overseas 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. The 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.
Internal Control System
We have a basic policy underlying a system that ensures directors execute their tasks in compliance with the law and articles of incorporation, along with a system for ensuring the appropriateness of other operations. Under this Basic Policy on Internal Control System, we have proceeded to develop related systems and to complete the groundwork for managing our internal control systems.
An internal control system concerning financial reporting is also in place in accordance with the Financial Instruments and Exchange Act.