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.
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.
In addition to their business execution responsibilities, executive officers meet as the Executive Committee to deliberate and make important decisions.
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.
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.
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).
|Chairman of The Board||Michio Fukuda|
|Executive Vice President||Osamu Kimura|
|Member of the Board of Directors||Taiki Fukuda|
|Member of the Board of Directors Svp, General Headquarters of Management||Masayuki Kindo|
|Member of the Board of Directors||Hideki Kurashige|
|Member of the Board of Directors||Tadamitsu Matsui|
|Member of the Board of Directors||Satoshi Akutsu|
|Member of the Board of Directors||Hiromi Horie|
|Audit & Supervisory Board Member||Tsuyoshi Matsuda|
|Audit & Supervisory Board Member||Wataru Maekawa|
|Audit & Supervisory Board Member||Kazuhiko Ebihara|
|Audit & Supervisory Board Member||Ryoko Hyama|
* 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, Wataru Maekawa, Kazuhiko Ebihara and Ryoko Hayama are outside corporate auditors as defined by Article 2, paragraph 16 of the Companies Act.