Governance

The Group will establish effective governance frameworks to ensure the transparency, objectivity, and fairness of the management of the companies and earn society’s trust everywhere it operates. The Board of Directors recognizes fiduciary responsibilities to all stakeholders, including shareholders and investors, and supervises the Group’s overall management by taking responsibility for the Company’s sustainable growth and maximization of mid- to long-term shareholder value (MSV) through the appropriate exercise its authority.

Committees

Composition and Roles of Nominating, Compensation, and Audit Committees

The Company selected to a Company with a Nominating Committee, etc., in order to further improve the transparency, objectivity, and fairness of management, and to separate and enhance business execution and supervision.

Composition of the committees Non-Executive Director / Independent Director

Roles and Main Activities of the Committees


Roles Main Activities
Nominating Committee Decisions on proposals regarding the election and dismissal of Directors to be submitted to the General Meeting of Shareholders, discussions about succession plans for Directors based on advice from the Board of Directors, appointments and dismissals of the Representative Executive Officer and President and other Executive Officers, and submission of opinions about the succession plan and other proposals. The Nominating Committee passed a resolution regarding the election and dismissal of Directors for FY2024 to be submitted to the General Meeting of Shareholders, and deliberated and provided responses on the selection of Executive Officers for FY2024.
Compensation Committee Establishment of policies for determining the compensation of individual Directors and Executive Officers, and decisions about compensation for individuals and other matters. The Compensation Committee resolved the details of individual compensation based on the policies for determining the individual compensations and other benefits for Directors and Executive Officers (Compensation Philosophy and Design Policies for the Compensation of the Representative Executive Officer and Co-Presidents).
Audit Committee Conduct audits on the execution of duties by Executive Officers and Directors, prepare audit reports, and determine the content of proposals regarding the election, dismissal and refusal of reelection of Accounting Auditor to be submitted to the General Meeting of Shareholders. ·
  • Prepared the audit report based on the results of audits on the status of the execution of duties by the Executive Officers and Directors and other items
  • Resolved on the proposal regarding the election, dismissal and refusal of reelection of accounting auditor to be submitted to the annual general meeting of shareholders
  • Enhanced the effectiveness of the group audit system
  • Shared best practices and held discussions at Group Audit Commitee meetings
  • Discussed Key Audit Matters (KAM) with the accounting auditor
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