Corporate Governance

Corporate Governance Highlights

Board of Directors

• 

  No. of member 8

• 

  Inside Directors 2

• 

  Outside Directors 3

• 

  Audit & Supervisory
  Board Members 3

• 

  Chairperson
  President and
  Representative Director

Audit & Supervisory Board

• 

  No. of members 3

• 

  Outside Audit & Supervisory Board Members
  (Including a full-time member) 3

• 

  Chairperson
  Full-time Outside Audit &
  Supervisory Board Member

Nomination Committee

• 

  No. of members 8

• 

  Inside Directors 2

• 

  Outside Directors 3

• 

  Audit & Supervisory
  Board Members 3

• 

  Chairperson Outside Director

Remuneration Committee

• 

  No. of members 3

• 

  Outside Directors 3

• 

  Chairperson Outside Director

• Compliance Committee

  No. of meetings held in FY2023 12 times

  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.

• Sustainability Committee

  No. of meetings held in FY2023 1 time

  The Sustainability Committee, chaired by the President and Representative Director, is composed of the Company’s Inside Directors and the directors of its main domestic subsidiaries as committee members. The Sustainability Committee discusses, evaluates, and formulates activity policies and action plans relating to sustainability and monitors the promotion of KPI for material issues.

• Group Management Committee

  No. of meetings held in FY2023 12 times

  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.

Changes in Corporate Governance

The Company is working to further improve corporate governance to ensure transparent, sound management. In 2016, we adopted a system of two representative directors with a board of directors where one-third or more of the directors are outside directors. A female outside director was elected in 2020 and the Sustainability Committee was established in 2022, establishing a system that can respond quickly and flexibly to changes in the business environment.

See Basic views and Corporate governance system on our corporate website for more information on corporate governance of the WILL GROUP.

Major deliberations and reports at Board of Directors meetings (FY2023)

See Ensuring the effectiveness of the Board of Directors and Audit & Supervisory Board and Effectiveness Evaluation of the Board of Directors (FY2023) on our corporate website.

Skill matrix for Directors and Audit & Supervisory Board Members

In order to execute its role efficiently and effectively, and to implement the supervision of business execution, the Board of Directors of the Company consists of two internal directors who are intimately familiar with the business of the Group, three independent outside directors who have deep insights and extensive experience in specialist areas, such as corporate management, finance, accounting, global business, IT, and DX, 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 deliberates on 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 a decision.

◎ indicates chairman of the advisory committees.

Board Members