Governance:Corporate Governance

We strive to enhance our corporate governance to conduct fair and honest business.

Outside Directors’ Role to Enhance Corporate Governance

Hiroshi Suzuki Outside Director
At the Board of Directors Meeting

   As an outside auditor, I have attended the Board of Directors meetings for a year. The meetings had an open atmosphere that allowed members to provide their opinions freely, and I remember that all agendas, without exception, were discussed by officers at every meeting.
   The chairman maintained a positive attitude to listening to members’ opinions, as he often asked particularly outside directors for a remark even when there were no objections. I understand this was because he always paid attention to how the company’s stance is viewed by outsiders.

Support system for outside directors

   I had a lot of opportunities to visit the Group’s factories, including overseas facilities. These experiences were truly valuable for deeper understanding of its business. Although we, outside directors, are not expected to have knowledge and experience to the same extent as internal directors do, I believe that without such understanding we are not able to fulfill our responsibility of stating our opinions to protect the stakeholders’ interests.
   The Group has also established a system to provide information related to the board meeting, including meeting materials, for members prior to the meeting so that we are able to prepare for the discussion in advance.

What I mostly care about

   I believe that the social significance of the existence of a corporation is to contribute not only to its shareholders’ interests but also to the benefit of all other stakeholders and the entire society.
   I have worked at the National Tax Agency Japan over many years and reviewed how tax laws are applied to various cases, including individual transactions and industry-wide business schemes. One of the most important points to be focused on in the work was how a transaction itself is evaluated in light of social common sense and whether the tax treatment of the transaction is in line with the common practice and acceptable to general tax payers. Furthermore, I believe the tax treatment of a transaction can become a key factor for a corporation to make a decision on its business operations.
   The board of directors is required to perform fair and appropriate decision-making through a deliberation process whose reasonableness is guaranteed even from outsiders’ point of view. I understand the role that outside directors are expected to assume is to supervise internal directors’ business execution in order to keep the stakeholders’ interests intact.
   Through providing advice as a tax professional, I will leverage my knowledge and experience to examine the appropriateness of scope and content of information that is included in agendas presented to the board meeting, as well as the transparency of the decision-making process to determine the course of business management.

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