Governance

Corporate Governance Structure

As a committee-based company, we strive to realize a system that enables prompt business operations and highly transparent management by thorough separation of management supervision and execution.

Corporate Governance Structure
Corporate Governance Structure

Systems to Ensure the Appropriateness of Business Operations
（Internal Control Systems）

In accordance with the Companies Act and the Ordinance for Enforcement of the Companies Act, the Board of Directors of the Company has resolved the following "Basic Policy for Internal Control Systems" and established systems to ensure the appropriateness of business operations.

＜Basic Policy for Internal Control Systems (as of March 31, 2022)＞

(1)Systems to ensure that the execution of duties by the Company's executive officers and employees and by the directors and employees of subsidiaries (hereinafter collectively referred to as "Executive Officers, etc.") shall comply with laws and regulations and the Articles of Incorporation

  • Ａ．Executive Officers, etc. shall properly execute their duties as stipulated in the division of duties and authority in accordance with the internal rules, etc.
  • Ｂ．In order to establish compliance systems, the Company shall provide Executive Officers, etc. with education and training via the Compliance Committee to foster a corporate culture that is trusted by society.
  • Ｃ．The Office for Internal Auditing shall periodically conduct internal audits independently of executive departments, report any problems to the President, and take countermeasures.
  • Ｄ．The Company shall promptly recognize and take action against any improper, illegal, or unethical acts by the organization or individuals through the whistle-blowing system, and shall prevent any prejudicial treatment of whistle-blowers.
  • Ｅ．The Company shall have no relationship with antisocial forces or groups, reject any unreasonable demands from antisocial forces or groups, and take a firm stand against such forces or groups.

(2)Regulations and other systems for managing the risk of loss of the Company and its subsidiaries

  • Ａ．The Board of Directors, executive officer meetings, and other important meetings shall be held regularly to monitor and manage the progress of the Group's business and risks in a timely manner.
  • Ｂ．The Office for Internal Auditing shall collect and analyze risk information, report the results to the Auditing Committee and the President, and discuss future policies.
  • Ｃ．The General Affairs Department shall consolidate information and establish a Crisis Response Headquarters to determine a company-wide response policy on emergency responses.
  • Ｄ．The Company shall establish basic policies and internal rules for the protection of personal information and information security, and manage such information appropriately.

(3)Systems for the storage and management of information related to the execution of duties by Executive Officers

  • Ａ．The Company shall properly prepare, store, and manage information related to the execution of duties by Executive Officers, such as minutes of important meetings and approved documents, in accordance with laws, regulations, and internal rules.
  • Ｂ．The preparation, storage, and management of information related to the execution of duties by Executive Officers shall be subject to audit by the Auditing Committee.

(4)A system to ensure that the Company's executive officers and directors of subsidiaries effectively execute their duties

  • Ａ．Introduces a Nominating Committee-based System to strengthen the management supervisory function of directors and clarifies executive officers' responsibility for business activities.
  • Ｂ．Executive Committee meetings will be held from time to time, consisting of all executive officers, to deliberate on matters delegated by the board of directors and matters discussed at meetings of the board of directors.
  • Ｃ．At the Executive Committee and other important meetings, the status of business activities shall be checked and opinions shall be exchanged, and information shall be shared.
  • Ｄ．The “Regulations for Segregations of Duties" and the "Regulations for Administrative Authority," will clarify the division of business activities and improve efficiency of business activities.
  • Ｅ．To achieve autonomy and efficient decision-making by subsidiaries, subsidiaries shall make decisions independently.

(5)Matters concerning employees to assist the Auditing Committee in its duties and ensuring the effectiveness of instructions to such employees

  • Ａ．The Office for Internal Auditing shall be established as an organization to assist the Auditing Committee in its duties.
  • Ｂ．Employees affiliated with the Office for Internal Auditing shall assist the Auditing Committee in its audit activities and shall be subject to the Auditing Committee's instructions and orders.

(6)Matters concerning the independence of employees assisting the Auditing Committee in the performance of their duties from executive officers

  • The employment, transfer, evaluation, and disciplinary action of employees of the Office for Internal Auditing shall be made only after obtaining the consent of the Auditing Committee.

(7)A system for executive officers to report to the Auditing Committee and other matters concerning reports to the Auditing Committee

  • Ａ．When an executive officer discovers any matter that may have a material impact on the Company's performance or cause significant damage to the Company, they shall immediately report such matter to the Auditing Committee.
  • Ｂ．Executive officers shall report to the Auditing Committee on the status of the Company's business activities as requested by the Auditing Committee

(8)Matters concerning the procedures for prepayment or reimbursement of expenses incurred in the performance of the Auditing Committee's duties and other matters concerning the policy for processing expenses or liabilities incurred in the performance of such business activities

  • For expenses necessary for the performance of the Auditing Committee's duties, the Company shall promptly comply with requests for reimbursement as soon as they are made, and ensure that the activities of the Auditing Committee are carried out without restriction.

(9)A system to ensure that other audits by the Auditing Committee are conducted effectively

  • Ａ．Auditing Committee members shall attend meetings of the board of directors and other important meetings to provide objective and impartial opinions regarding general management or individual matters.
  • Ｂ．The Auditing Committee, with the Office for Internal Auditing as its secretariat, shall coordinate with the Legal Department, the Accounting Department, and other related departments, as necessary.
  • Ｃ．The Auditing Committee shall receive reports and explanations on the accounting audit from the accounting auditor and exchange opinions, as necessary.
  • Ｄ．The Auditing Committee shall cooperate with legal counsel when deemed necessary in the performance of its business activities.