Investor RelationsInvestor Relations
- IR
- Corporate Governance
- Corporate Governance Structures
Corporate Governance Structures
overview of current corporate governance systems
- 1)Board of Directors
The Board of Directors comprises 5 directors in total including 2 outside directors. In principle, the Board meets once each month and holds extraordinary meetings when necessary.
Board makes deliberates and decisions on matters specified in laws and regulations, the Articles of Incorporation, and other internal rules, reports on the status of the execution of business and other necessary information, and supervises the execution of duties by directors. Supervisory Board members attend Board of Directors meetings and actively express their opinions.
- 2)Supervisory Board
The Supervisory Board comprises 4 members including 3 outside Supervisory Board members. In principle, the Supervisory Board meets once each month and holds extraordinary meetings when necessary.
- 3)The Group Management Headquarters Meeting
The Company has established the Group Management Headquarters Meeting, which is convened by the Representative Director, President & COO as a body to deliberate and decide on important executive policies related to Group management. In principle, the Conference meets once each week. Also, advice is requested from the Representative Director, Founder & CEO, as necessary.
- 4)Management Meeting
The Company established a Management Meeting, which is convened by the Representative Director, President & COO to coordinate Group management, confirm policies, and so on. In principle, the Council meets once each month.
- 5）Nomination and Compensation Committee
Please refer to Section II: Management Decision-Making, Management Organizations for Execution and Supervision, and Status of other Corporate Governance Systems, Directors, Existence of a discretionary committee corresponding to a nominating or remuneration committee, and the Supplementary Explanation in Corporate Governance Report.
- 6） Sustainability Committee
The Sustainability Committee, chaired by the Representative Director, President & COO, has established the Compliance Committee, Risk Management Committee, Information Disclosure Committee, Environmental Management Promotion Committee, Diversity Promotion Committee, and Governance Committee as subordinate organizations. These committees work to ensure the appropriateness of decision-making and the execution of business operations throughout the Group, formulate policies, measures, and targets for ESG issues, and monitor progress.
- 7）Audit Office
The Audit Office is under the direct authority of the Representative Director, President & COO. It works in collaboration with the Administration Headquarters to audit the validity and use of management resources, as well as the status of compliance with laws, regulations, and internal rules, in relation to all business activities, including those at Group companies. The Company is also conducting evaluations of our internal control systems in response to the enforcement of the Financial Instruments and Exchange Act.
- 8）Execution of business
The allocation of duties to directors and executive officers are determined by decisions of the Board of Directors, and each carries out their duties.
- 9)Audit and supervision of directors by Supervisory Board members
The Company established and implements Supervisory Board Member Audit Standards.
- 10)Status of audits
Audits in the Company are planned and carried out by the four Supervisory Board members.
The Company also undergoes audits by PricewaterhouseCoopers JAPAN LLC.
- 11）Nomination and Compensation Decisions
Concerning nomination, please refer to Section I: Basic approach to corporate governance, capital structure, corporate attributes, and other basic Information, Disclosure Pursuant to the Principles of the Corporate Governance Code, Principle 3-1: Enhancement of Information Disclosures of Corporate Governance Report.
Concerning compensation decisions, please refer to Section II: Management Decision-Making, Management Organizations for Execution and Supervision, and Status of other Corporate Governance Systems, Director Remuneration of Corporate Governance Report.
- 12）Limited Liability Agreements
The Company has entered into contracts with directors (excluding executive directors, etc.) and outside corporate auditors based on the provisions of the Companies Act, Article 427, Paragraph 1 to limit their liability for damages under Article 423, Paragraph 1 of the said Act. The maximum amount of liability for damages based on this agreement shall be the amount stipulated in laws and regulations. Furthermore, this limitation of liability shall only be recognized when the execution of duties that was the cause of the liability of the director or outside corporate auditor was performed in good faith and without gross negligence.
Directors
| Number of directors specified in Articles of Incorporation | 20 |
| Term of office of directors specified in Articles of Incorporation | 1 year |
| Chairperson of the board | President |
| Number of directors | 5 |
| Appointment of outside directors | Outside directors are appointed |
| Number of outside directors | 2 |
| Number of outside directors designated as independent directors | 2 |
Supervisory Board Members
| Whether the company has an Supervisory Board | Established |
| Number of Supervisory Board members specified in Articles of Incorporation | 4 |
| Number of Supervisory Board members | 4 |
Activities of Outside Directors
| Post | Name | Attendance (FY2023/03) |
| Director | Susumu Miyoshi | 18/18 (100.0%) |
| Director | Akira Tamura | 17/18 (94.4%) |
| Director | Noritomo Hashimoto | 18/18 (100.0%) |
Director Remuneration
・Basic policy
The Company's basic policy is to set the remuneration of directors at an appropriate level based on their respective responsibilities in determining the remuneration of individual directors as a remuneration system that is linked to shareholders' profits so that it can fully function as an incentive to secure and retain excellent human resources who will implement the realization of the Company's management philosophy and continuously improve corporate value. Specifically, remuneration for executive directors consists of fixed remuneration, which is paid at a fixed amount, performance-linked remuneration and stock-based remuneration, while remuneration for outside directors, who are responsible for supervisory functions, consists of fixed remuneration only in consideration of their responsibilities.
Furthermore, the content of remuneration for directors is designed to be reasonable, objective and transparent in terms of both the content of remuneration and decision-making procedures.
・Policy regarding the determination of the amount of remuneration, etc. for each individual in fixed remuneration
The fixed remuneration for directors of the Company shall be fixed monthly remuneration in cash, which shall be determined in accordance with the position and responsibilities, etc., while taking into consideration the levels of other companies, the business performance of the Company, and the level of employee salaries, and reviewing the remuneration as appropriate in a comprehensive manner.
・Policy for determining the details of performance-linked remuneration, etc. and non-monetary remuneration, etc. and the method for calculating the amount or number of such remuneration
Performance-linked remuneration, etc. is monetary remuneration reflecting performance indicators in order to raise awareness of the need to improve performance for each fiscal year, and an amount calculated in accordance with the degree of achievement of the target values for operating income, ordinary income and net income attributable to owners of parent for each fiscal year is paid as a bonus at a specified time. The target performance indicators and their values are based on the profit-oriented management set forth in the Medium Term Management Plan, and will be reviewed in accordance with changes in the business environment, respecting the report of the Nomination and Compensation Committee. The amount of performance-linked remuneration is based on the consolidated business results.
Non-monetary remuneration, etc. is granted at a set time after the end of the fiscal year as restricted stock compensation with a transfer restriction period of up to 20 years, which is designed to provide incentives for the sustainable enhancement of the Company's corporate value and to promote further value-sharing with shareholders through the holding of the Company's shares. The number of shares to be granted is determined in consideration of the position, responsibilities, stock price, etc., and with respect to the report of the Nomination and Compensation Committee.
・Policy on determination of the ratio of the amount of monetary remuneration, the amount of performance-linked remuneration, etc., or the amount of non-monetary remuneration, etc., to the amount of individual remuneration, etc., of directors
The ratio of type of remuneration for directors (excluding outside directors) is determined based on the report of the Nomination and Compensation Committee, taking into consideration the position, responsibilities, and trends in the remuneration levels of other companies with similar business scale as the Company.
・Matters related to the decision policy concerning the details of remuneration, etc. for individual directors
Based on the delegated resolution of the Board of Directors, the Representative Director, Founder & CEO and Representative Director, President & COO are delegated the authority to determine the amount of fixed remuneration for each director, the allocation of performance-linked remuneration (bonuses, etc.) based on the performance of the business for which each director is in charge, and the number of shares to be allotted to each individual in the form of restricted stock compensation.
The Board of Directors consults the Nomination and Compensation Committee on the draft and obtains its report to ensure that such authority is properly exercised by the Representative Director, Founder & CEO and Representative Director, President & COO, and the Representative Director, Founder & CEO and Representative Director, President & COO, who have received the above delegation, make decisions with respect to the content of this report.
・Matters concerning the method of decision when the decision on the details of remuneration, etc. is delegated to a director or other third party
The Representative Director, Founder & CEO and Representative Director, President & COO determine the specific details of the amount of remuneration, etc. and the number of shares to be allotted to each individual based on the delegated resolution of the Board of Directors. The Board of Directors shall take measures to make decisions after consultation and reporting by the Nomination and Compensation Committee to ensure that such authority is properly exercised by the Representative Director, Founder & CEO and Representative Director, President & COO.
The Representative Director, Founder & CEO and Representative Director, President & COO determine the details of individual remuneration for each director by fully respecting the advice and report of the Nomination and Compensation Committee, while taking into consideration the Company's overall performance, stock price, the role of each director, the impact of each director on the Company's performance and other circumstances.
・Matters related to the resolution of the General Meeting of Shareholders regarding the remuneration of directors and Supervisory Board members
The maximum amount of remuneration for directors was resolved at the 54th General Meeting of Shareholders held on June 26, 2022 to be no more than 1,000 million yen per year (of this amount, up to 100 million yen is for outside directors; salaries for services as employees are not included). The number of directors as of the close of this General Meeting of Shareholders was 11 (including four outside directors).
In addition, at the 50th Ordinary General Meeting of Shareholders held on June 28, 2018, it was resolved that the annual amount of monetary remuneration claims to be paid to directors (excluding outside directors) for the granting of restricted stock shall be 100 million yen or less, separately from the above maximum amount of remuneration. The number of directors (excluding outside directors) as of the close of this General Meeting of Shareholders was eight.
At the 27th Ordinary General Meeting of Shareholders held on June 29, 1995, it was resolved that the maximum amount of remuneration to be paid to Supervisory Board members shall be 60 million yen per year. The number of Supervisory Board members as of the close of this General Meeting of Shareholders was four. The remuneration for Supervisory Board members is determined through discussions among the Supervisory Board members.
Total amounts of remuneration, etc. (FY2023/3)
7 directors : Amount paid 998 million yen
(291 million yen as fixed remuneration, 666 million yen as performance-linked remuneration, 40 million yen as restricted stock compensation)
4 outside directors : Amount paid 40 million yen
Total remuneration, etc. paid to persons who received 100 million yen or more in remuneration, etc.
Isao Tsukamoto: 298 million yen paid
Ryoichi Kado: 209 million yen paid
Shinsuke Takahashi: 121 million yen paid
Shintaro Kakei: 121 million yen paid
Eiji Kawamura: 106 million yen paid
Corporate Governance Organizational Diagram
