Corporate Governance Initiatives

Basic Views on Corporate Governance

The Company understands that strengthening risk management and guaranteeing transparency in management are vital to continuous improvement of corporate value. The Company is a company with an Audit & Supervisory Board through which, along with the Board of Directors, it monitors risks related to business. It has also established a voluntary Nomination & Remuneration Advisory Committee mainly comprised of outside Directors, and works to strengthen managerial supervision functions.
The Company also conducts accounting and operational audits through internal audits and works on strengthening its ability to take remedial action while ensuring compliance.

Corporate Governance Systems

The Company has built a corporate governance system that enlists the Board of Directors to serve as a managerial decision-making body, while also employing the Audit & Supervisory Board equipped with the managerial audit function, and an Executive Officer system to further strengthen the corporate structure.
The corporate governance system of our company is as shown in the figure below.

Corporate governance system diagram

The Board of Directors consists of eight Directors, including three outside Directors. It meets regularly once a month to deliberate on all important matters, and also discusses and explores countermeasures with respect to progress achieved in business performance. The Company has 12 Executive Officers in addition to four Directors who concurrently serve as Executive Officers. Adoption of the Executive Officer system has culminated in a framework that separates the managerial decision-making and supervision functions from the business execution functions and that makes it possible to promptly address changes in the business environment. At meetings of the Management Strategy Committee, held on the same day as those of the Board of Directors, committee members discuss matters reported particularly regarding the current status of business performance in respective departments, and subsequently make decisions on specific measures in that regard.

The Audit & Supervisory Board consists of three members including two outside Audit & Supervisory Board Members and serves to strengthen the management monitoring function. Its members conduct daily audits, attend important meetings including those of the Board of Directors, and provide advice and recommendations as appropriate. The Audit & Supervisory Board works smoothly, seeking to ensure objectivity and neutrality.

Term of Office Stipulated in Articles of Incorporation 1 year
Chairperson of the Board President
Number of Directors (Outside Directors) 8 (3)
Number of Audit & Supervisory Board Members (Outside Audit & Supervisory Board Member) 3 (2)
Number of Independent Officers 5

In addition, in order to ensure proper business operation and close coordination within the Group, the Company has built a framework where it has respective Group companies regularly provide relevant managers in charge with reports on matters such as business conditions and risks, pursuant to Rules on Management of Subsidiaries and Associates, and where it can effectively convey instructions and requests regarding matters such as internal rules and personnel affairs. In this way, the Company strives to strengthen its corporate governance.

Nomination of Directors and Audit & Supervisory Board Members and determination of remuneration

When determining nominations of Director and Audit & Supervisory Board Member candidates, the Board of Directors resolves election proposals to be submitted to the General Meeting of Shareholders, based on the results of consultation with the Nomination & Remuneration Advisory Committee, which is a voluntary advisory body in which outside Directors make up a majority of the members (upon having gained preliminary consent of the Audit & Supervisory Board with respect to Audit & Supervisory Board Member candidates).

The Company has adopted a performance-linked remuneration system with respect to remuneration of the senior management and Directors in order to facilitate further improvement of the Company's business performance by providing them with greater incentive to improve business performance. However, outside Directors and Audit & Supervisory Board Members are entitled to basic remuneration exclusively due to their position independent of business execution.

The Board of Directors makes decisions on amounts of remuneration for Directors within a range determined at the General Meeting of Shareholders, based on the results of consultation with the Nomination & Remuneration Advisory Committee, which is a voluntary advisory body in which outside Directors make up a majority of the members. The amounts of remuneration for Audit & Supervisory Board Members are calculated per discussions among the Audit & Supervisory Board Members.

Appointment of Outside Directors and Outside Director

The Company has three outside Directors and two outside Audit & Supervisory Board Members.

The Company has appointed three outside Directors, both of whom have no material interest in the Company involving personal relationships or otherwise, and both of whom are equipped with longstanding experience in corporate management as well as experience in the practice of corporate legal affairs serving as attorneys at law. The Company expects that they will provide direction to business and checking function in an objective way, independent from the managers running the business, utilizing their extensive knowledge and achievements. Therefore, the Company has appointed them as outside Director. In addition, the two outside Audit & Supervisory Board Members also have no material interest in the Company involving personal relationships or otherwise, and both have official qualifications as attorney at law and certified public accountant, and are equipped with experience in the practice of corporate legal affairs and corporate accounting. The Company has appointed them in order to utilize their extensive knowledge and achievements to enhance and strengthen the Company's auditing system.

The Company appoints as outside Directors and outside Audit & Supervisory Board Members individuals equipped with extensive knowledge and achievements in various fields upon having deemed that their independence from management is assured, pursuant to regulations on independence such as those stipulated in regulations of the Tokyo Stock Exchange.

Reasons for Appointment

Outside Director

Yasumasa Gomi (Independent Officer)
Outside Director Yasumasa Gomi has extensive knowledge and experience in management through his many years of service in banks and securities companies. The Company expects at he will provide direction to business and checking function in an objective way, independent from the managers running the usiness, utilizing his extensive knowledge and achievements. Therefore, the Company has appointed him as outside Director.
Takashi Ejiri (Independent Officer)
Outside Director Takashi Ejiri has been involved in corporate legal affairs as attorney at law for many years, and has extensive knowledge and achievements as legal expert. The Company expects that he will provide direction to business and checking function in an objective way, independent from the managers running the business, utilizing his extensive knowledge and achievements. Therefore, the Company has appointed him as outside Director.
Mime Egami (Independent Officer)
Outside Director Mime Egami has diversified and multifaceted experience ranging from international finance to the promotion of advanced technology development and management auditing. The Company expects that she will provide direction to business and checking function in an objective way, independent from the managers running the business, utilizing her extensive knowledge and achievements. Therefore, the Company has appointed her as outside Director.

Outside Audit & Supervisory Board Member

Takeo Tanaka (Independent Officer)
Outside Audit & Supervisory Board Member Takeo Tanaka has been involved in corporate legal affairs as an attorney at law for many years, and has extensive knowledge and achievements as a legal expert. The Company has appointed him as an outside Audit & Supervisory Board Member in order to utilize his extensive knowledge and achievements to enhance and strengthen the Company's auditing system from a fair and neutral standpoint as an attorney at law.
Shigetsugu Yamada (Independent Officer)
Outside Audit & Supervisory Board Member Shigetsugu Yamada has been involved in corporate accounting and tax affairs for many years as a certified public accountant and certified tax accountant, and has extensive knowledge and achievements as an accounting and tax expert. The Company has appointed him as an outside Audit & Supervisory Board Member in order to utilize his extensive knowledge and achievements to enhance and strengthen the Company's auditing system.