Corporate Governance
Corporate Governance Policy
Toyo Seikan Group Holdings pursues new development and evolution by contributing to society through corporate activities and improving corporate value, guided by its management philosophy, creed, and vision, which are the group's management philosophy.To that end, the company has positioned the strengthening of corporate governance as a key management issue, formulated the "Corporate Governance Policy," and is continually working in accordance with this policy.
Furthermore, in light of the application of the Corporate Governance Code for the Prime Market following the market reorganization of the Tokyo Stock Exchange on April 4, 2022, we will further strengthen our corporate governance, aiming to achieve sustainable growth and increase our corporate value.
Corporate Governance Structure
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Holding Company Structure
Under the holding company structure, Toyo Seikan Group clearly defines the management strategies and goals of the entire group and promotes flexible and efficient business operations by optimally allocating management resources within the group. This separates the function of formulating group management strategies from the function of executing business, and clarifies the management responsibility structure.
Outside Directors System
Toyo Seikan Group Holdings has established the "Criteria for Determining the Independence of Outside Directors and Outside Audit & Supervisory Board Members" to clarify the standards for independence that determine whether the Company's outside directors and outside audit & supervisory board members are independent officers.
The Board of Directors is made up of nine directors, four of whom are independent outside directors, making them more than one-third of the Board. In addition, the term of office for directors is one year in order to clarify the management responsibilities of directors and to build a management system that can swiftly respond to changes in the business environment.
These independent and objective outside directors and outside auditors engage in lively discussions at Board of Directors meetings and monitor the management team, ensuring a supervisory function for the management structure.
Female director ratio: 1/9 Outside auditor ratio: 2/4
Business Execution System
Toyo Seikan Group Holdings has adopted an executive officer system to ensure management efficiency and agility, while clarifying the divisions between management decision-making, supervisory functions, and business execution functions. To ensure that basic management policies and measures are established appropriately and promptly and that management activities are robustly promoted, the Company holds a monthly Management Strategy Meeting, attended by full-time directors and managing executive officers, and a semi-monthly Management Executive Meeting, attended by full-time directors, Chief of Corporate R&D, and presidents of major group companies. The full-time auditors attend both the Management Strategy Meeting and the Management Executive Meeting and offer their opinions as appropriate. Toyo Seikan Group Holdings also provides various training opportunities as needed to help directors and executive officers acquire and continually update the necessary knowledge to properly fulfill their roles and responsibilities.
In addition, Toyo Seikan Group Holdings has established the Governance Committee, a voluntary advisory body consisting of one Representative Director and four Independent Outside Directors. This committee aims to further enhance corporate governance by strengthening the objectivity, timeliness, and transparency of the Board of Directors' functions regarding matters such as the nomination of Representative Directors, candidates for Directors, and Audit & Supervisory Board Members, as well as the remuneration of Directors and Executive Officers.
[Number of meetings held in fiscal 2024] Board of Directors: 15 times, Audit & Supervisory Board: 17 times, Business Strategy Meeting: 12 times, Executive Committee: 23 times, Governance Committee: 6 times
Structure for Operating the Internal Control System
Toyo Seikan Group Holdings and its group companies operate an internal control system, primarily under the legal affairs department. To ensure that corporate activities comply with laws and regulations and improve management efficiency, Toyo Seikan Group Holdings regularly checks the system's development and operation status, as well as compliance with laws and regulations, through internal audits conducted by the Audit Office, an internal audit department directly under the Representative Director, and the internal audit departments of each group company. Based on the audit results, appropriate improvements are made. Furthermore, Toyo Seikan Group Holdings and its group company auditors work to improve the efficiency and effectiveness of audits and develop auditing personnel by strengthening collaboration with the internal audit department, including sharing and exchanging information on important risks, audit plans, and audit results.
Succession Plan
Toyo Seikan Group Holdings systematically develops successors to its management team, including the CEO, by providing systematic management training to candidates for future senior management positions, participating in important management matters, etc. To this end, the company has formulated succession plan regulations, which stipulate the personnel requirements for a president, the criteria and selection process, a development plan, and the creation and use of a candidate list.
As an advisory body, the Governance Committee formulates and implements succession plans, and also reports to the Board of Directors on the selection and dismissal of representative directors and the nomination of candidates for directors and auditors. The Board of Directors then approves the succession plans, oversees their implementation, and makes decisions on executive personnel.
In principle, candidates for the successor to the president will be selected from among human resources within Toyo Seikan Group through a selection process that includes multiple eligibility assessments as illustrated below, and the successor candidates will be developed in stages.
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Corporate Governance Report
Toyo Seikan Group Holdings, Ltd. 's Corporate Governance Report can be viewed below.
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