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In order to ensure management transparency and compliance, the Company shall establish a system that can respond quickly and flexibly to changes in the business environment of the entire Group while enhancing corporate governance. In addition, the Company develops company-wide activities through various measures in order to permeate corporate ethics and corporate philosophy throughout the entire Group.
The Board of Directors comprises five Directors (including two Outside Directors). In addition to regular once-monthly meetings of the Board of Directors, extraordinary meetings are held as and when necessary and appropriate. The Board of Directors is the decision-making body for management.
It decides upon important items based on the Board of Directors regulations and monitors the status of business execution of Directors.
Under this system, the three Audit & Supervisory Board Members (three Outside Audit & Supervisory Board Members) also attend meetings of the Board of Directors, so that important decision-making is being audited at all times.
The Company is a company with an Audit & Supervisory Board. The Audit & Supervisory Board is made up of three Outside Audit & Supervisory Board Members, Shizuka Sawada, Kenji Omukai and Katsumi Nakamura.
Each Audit & Supervisory Board Member audits business execution of Directors through attendance at important meetings such as Board of Directors meetings, based on the audit plan developed in the Audit & Supervisory Board. The Audit & Supervisory Board holds regular meetings once a month and extraordinary meetings as needed to determine auditing policies and plans and exchange opinions regarding compliance issues. Every quarter, Audit & Supervisory Board Members receive briefings and reports related to financial statements from Accounting Auditors and will exchange information and opinions with Accounting Auditors as needed.
Audit & Supervisory Board Members Shizuka Sawada and Kenji Omukai possess certified public accountant and licensed tax accountant qualifications, while Audit & Supervisory Board Member Katsumi Nakamura possesses attorney qualifications.
In order to increase the transparency and objectivity of the deliberation process for the selection of Directors and for the remuneration of Directors, decisions on matters pertaining to nomination and remuneration will be taken by the Board of Directors after having been deliberated and checked in advance by the respective committees, etc.
– Nomination Committee
The Nomination Committee of the Company comprises five Directors, including Chairman and Representative Director Ryosuke Ikeda, President and Representative Director Shigeru Ohara, Takashi Tsugeno, Shuhei Ito, and Chie Ikegawa (Shuhei Ito and Chie Ikegawa are Outside Directors).
This committee deliberates on the training of successors in the succession planning for chief executive officers as well as the nomination and dismissal of Directors.
– Remuneration Committee
The Remuneration Committee of the Company comprises three Directors, including Chairman and Representative Director Ryosuke Ikeda, President and Representative Director Shigeru Ohara, and full-time Director Takashi Tsugeno. To ensure objectivity, equality, and transparency, the Independent Officers Liaison Committee, composed mainly of Outside Directors and Audit & Supervisory Board Members, deliberates and confirms beforehand whether the evaluation of the Remuneration Committee meets the standards of the decision making policies for individual Director remuneration.
The Compliance Committee, chaired by the Representative Director and consisting of the Group’s Directors and employees selected from within the Company, confirms the level of compliance with laws and regulations and conducts related education as necessary. Each Director or executive officer works to raise awareness of compliance by ensuring that all departments under their control are thoroughly aware of compliance.
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The Internal Audit Office is composed of four persons. In accordance with the internal audit regulations, the Internal Audit Office provides guidance on compliance with laws, regulations and internal rules, and audits the entire Group on a regular and ad-hoc basis. Not only from the perspective of legality, the office also points out and provides guidance on improvements in appropriateness and efficiency.
The Group Management Committee, led by the Directors and executive officers of the Group, discusses important matters such as analysis of the recent business environment and performance trends, and medium- to long-term business strategies.
In terms of nominating candidates for Director, the Group aims to strike a balance with accurate and speedy decision-making, appropriate risk management, and business execution monitoring. Furthermore, we take a comprehensive approach that considers gender, internationality, background, and age that can cover company functions and Group company business departments in order to select the best personnel for the best positions.
In terms of nominating Audit & Supervisory Board Member candidates, we take a comprehensive approach to select the best personnel for the best positions while securing a balance of insights into finance and accounting, knowledge related to business fields, and diverse perspectives related to company management.
Furthermore, the Group elects one Outside Director and Outside Audit & Supervisory Board Member who has appropriate knowledge of finance and accounting.
The Company elects two Outside Directors and three Outside Audit & Supervisory Board Members.
When selecting candidates for Outside Officers at the Company, the Group selects those candidates that satisfy the requirements of independence provided by the Tokyo Stock Exchange and also meet the criteria specified in the “Independence Criteria for Outside Directors” of the Company in order for Outside Directors and Outside Audit & Supervisory Board Members to fulfill the monitoring functions needed.
In order to execute its functions efficiently and effectively, and to implement effective supervision of the executive, the Board of Directors of the Company consists of three Inside Directors who are intimately familiar with the business of the Group, two independent Outside Directors who have deep insights and extensive experience in specialist areas such as corporate management, finance, accounting, and global business, and three Outside Audit & Supervisory Board Members.
Having identified the skills that each Director should have in order to achieve the goals of the medium-term management plan, the Nomination Committee first engages in deliberation of the candidates for Director with the aim of achieving a balance of knowledge, experience, and abilities for the Board of Directors as a whole, as well as diversity, based on which the Board of Directors makes its nominations.