Initiatives for Corporate Governance
Basic Philosophy for Corporate Governance
The Adastria corporate philosophy is to “Be a person needed. Be a company needed.” Based on this philosophy and the corporate slogan “Play fashion!” we are dedicated to fulfilling the mission of creating the world where people can enjoy fashion and lifestyle filled with individual characters.
Our goal is to have an outstanding corporate governance framework that facilitates rapid decision-making for the purposes of responding with agility to changes in customers’ needs, market conditions and technologies in order to achieve customer satisfaction.
Adastria transitioned to a company with an Audit and Supervisory Committee to improve corporate governance further by delegating authority for important business decisions from the Board of Directors to individual directors, speeding the pace of decision-making and strengthening the supervisory function of the Board of Directors. The transition in question was approved at the 74th Ordinary General Meeting of Shareholders held on May 23, 2024.
Corporate Governance Report
Corporate Governance Guideline
The Company's basic approach and framework for corporate governance have been established under the Corporate Governance Guidelines, adopted by resolution of the Board of Directors.
Click the following link to read more about the Corporate Governance Guidelines
Main Corporate Governance Bodies and Roles
Board of Directors
The Board of Directors is chaired by the president and CEO. The Board consists of eight directors who are not members of the Audit and Supervisory Committee (including four outside directors) and three directors who are members of the Audit and Supervisory Committee (two of whom are outside directors). The board of directors is the highest management decision-making body in the group. The board deliberates and resolves important matters, and also makes decisions on the execution of business operations. The board of directors monitors and supervises matters in the Company, holding regular monthly meetings and extraordinary meetings as necessary.
Audit and Supervisory Committee
The Audit and Supervisory Committee consists of three directors as members, one of whom is a full-time member and two of whom are outside director members. Directors who are members of the Audit and Supervisory Committee attend Board of Director meetings, Corporate Governance Committee meetings, Executive Council meetings, and other important meetings to gain an understanding of the state of management in a timely manner and to conduct audits of the legality of the execution of business by directors who are not members of the Audit and Supervisory Committee.
Executive Council
Adastria has established the Executive Council, which is attended by internal directors, directors who are full-time members of the Audit and Supervisory Committee, outside directors who are members of the Audit and Supervisory Committee, and executive officers. The Executive Council makes decisions for important matters, etc., other than matters to be resolved by the board of directors. The Executive Council also conducts preliminary deliberations of matters delegated by the board of directors to the representative director for decision and conducts prompt information-sharing related to business execution.
Executive Officers
Adastria has executive officers for the purpose of separating the roles of overseeing management and conducting business operations. Executive officers are appointed by the Board of Directors and have a one-year term of office.
Corporate Governance Committee, Nominations & Compensation Advisory Committee, and Compliance Committee
Adastria voluntarily has a Corporate Governance Committee, Nominations & Compensation Advisory Committee, and Compliance Committee that serve as advisory bodies to the Board of Directors. These committees discuss following,
・Corporate Governance Committee
Matters related to Group’s corporate governance and the establishment of internal control system
・Nominations & Compensation Advisory Committee
The Selection of directors, representative directors, and executive directors and the Policies and Procedures for succession planning for representative directors, and Compensation of directors
・Compliance Committee
Key Policies to Ensure Compliance
Internal Audit Office
The Internal Audit Office performs internal audits in accordance with auditing policies and in cooperation with the corporate auditors. Audit results regarding the state of business execution and the effectiveness of the internal control system are reported to the representative director and the Audit and Supervisory Committee. The results are reported as necessary in Board of Director meetings, Corporate Governance Committee meetings, Compliance Committee meetings, and Executive Council meetings. In addition, the Internal Audit Department inspects various documents and conducts audits of consolidated subsidiaries.
Corporate Governance System
Directors and Corporate Auditors
| Representative Director and Chairman | Michio Fukuda |
|---|---|
| Representative Director and President | Osamu Kimura |
| Senior Managing Director | Yoshiaki Kitamura |
| Senior Managing Director | Taiki Fukuda |
| Outside Director | Hiromi Horie |
| Outside Director | Koichi Mizutome |
| Outside Director |
Tatsuhiro Matsuoka |
| Outside Director | Kazuo Nishiyama |
| Director (Standing Audit and Supervisory Committee Member) | Yoichi Endo |
| Outside Director (Audit and Supervisory Committee Member) | Kazuhiko Ebihara |
| Outside Director (Audit and Supervisory Committee Member) | Kyoko Mogi |
* Among the above directors, Hiromi Horie, Koichi Mizutome, Tatsuhiro Matsuoka, Kazuo Nishiyama,Kazuhiko Ebihara and Kyoko Mogi are outside directors as defined by Article 2, paragraph 15 of the Companies Act.