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

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 and Roles of Nominating, Compensation, and Audit Committees

Composition of the committees Non-Executive Director / Independent Director

Roles and Main Activities of the Committees


Roles Main Activities
Nominating Committee To make decisions on the content of proposals on the election and dismissal of Directors of the Board to be submitted to the General Meeting of Shareholders, and to deliberate and report to the Board of Directors on the Directors of the Board successor plan, as well as the appointment, dismissal, and successor plans for the Representative Executive Officer and President and other Executive Officers. The Nominating Committee passed a resolution regarding the election and dismissal of Directors for FY2022 to be submitted to the General Meeting of Shareholders, and deliberated and provided responses on the selection of Executive Officers for FY2022.
Compensation Committee To make decisions on the decision-making policy for the individual remuneration, etc., of Executive Officers and Directors of the Board, and on the content of remuneration, etc., for individuals. The Compensation Committee resolved 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) and the details of individual compensation based on such policies.
Role of the 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. The Audit Committee:
Prepared audit reports based on the results of audits on the status of execution of duties by the Executive Officers and Directors and other factors.
Resolved the content of proposals regarding the election, dismissal and refusal of reelection of Accounting Auditor to be submitted to the ordinary general meeting of shareholders.
Conducted audits concerning financial results and the ordinary general meeting of shareholders.
Shared best practices (e.g., cases, audit findings, risk management, background of selecting audit themes) at Group Audit Committee (GAC).
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