Management Strategy

Governance

Basic philosophy and system

We have built our corporate governance system based on the three pillars: 1) realizing clarity in management accountability and prompt decision-making, 2) improving management transparency, and 3) ensuring sound and stable management.

Main bodies and their roles

Board of Directors

The Board makes management decisions and monitors business execution. The Board meets once a month in principle, and holds additional meetings as needed. We brought outside directors onto the Board to further strengthen the supervisory function in regard to business execution.

Executive Committee

In addition to their business execution responsibilities, executive officers meet as the Executive Committee to deliberate and make important decisions.

Audit & Supervisory Board

The Audit & Supervisory Board mainly deliberates on the topics and the decisions of the Board of Directors and Executive Committee. The majority of corporate auditors is comprised of outside auditors. They attend the Board of Directors and Executive Committee meetings and are provided with important materials to ensure a full grasp of conditions at our company.

Internal Audit Office

The Internal Audit Office conducts internal audits in cooperation with the Board of Corporate Auditors. Based on the results of these audits, guidance is provided and reports are made to the Executive Committee. Particularly important items are deliberated by the Board of Directors in cooperation with the Internal Audit Office. The office also assists the outside director and corporate auditors through the provision of information on operations and so on.

Other committees

To support the Board of Directors and Board of Corporate Auditors, and promote transparent and appropriate management, in addition to the Executive Committee we have established the following bodies:
1) the Nomination & Compensation Advisory Committee makes recommendations to the Board of Directors on nominations for directors and executive officers, and also evaluates them and makes compensation proposals; 2) the Corporate Governance Committee debates various themes related to corporate governance and makes recommendations to the Board of Directors as necessary; 3) the Compliance Committee debates various themes related to compliance, and disseminates relevant information companywide and makes recommendations to the Board of Directors as necessary; 4) the Disclosure Committee deliberates whether the Annual Securities Report (inclusive of the Quarterly Securities Report) that is submitted to the external auditor(s) has been prepared through the appropriate Financial Controls for the Reporting Process (FCRP).

Corporate Governance System

Directors and Corporate Auditors

Representative Director,
Chairman & Chief executive officer
Michio Fukuda
Representative Director,
Chief operating officer
Masa Matsushita
Managing DirectorOsamu Kimura
Member of the Board of DirectorsHideki Kurashige
Member of the Board of DirectorsTadamitsu Matsui
Member of the Board of DirectorsSatoshi Akutsu
Member of the Board of DirectorsHiromi Horie
Audit & Supervisory Board MemberTsuyoshi Matsuda
Audit & Supervisory Board MemberTetsuro Yokoyama
Audit & Supervisory Board MemberWataru Maekawa
Audit & Supervisory Board MemberKazuhiko Ebihara

* Among the above directors, Hideki Kurashige, Tadamitsu Matsui, Satoshi Akutsu and Hiromi Horie are outside directors as defined by Article 2, paragraph 15 of the Companies Act.
* Among the above corporate auditors, Tetsuro Yokoyama, Wataru Maekawa and Kazuhiko Ebihara are outside corporate auditors as defined by Article 2, paragraph 16 of the Companies Act.