Corporate Governance

Our Perspective on Corporate Governance

Under the Group’s management philosophy (i.e., the management policy, creed, and vision), We aims to increase its corporate value and will continue to develop and evolve while contributing to society through business activities. We consider that enhancing corporate governance is one of the most important management issues to achieve such goals, and have formulated the Corporate Governance Policy to address the issue.

Following the market reorganization of the Tokyo Stock Exchange on April 4, 2022, the Corporate Governance Code has been applied to our company for the prime market. Recognizing the importance of this development, we will further enhance our corporate governance to achieve continuous growth and increase corporate value.

Structures of outside directors and auditors

The Company’s Board of Directors (the “Board”) is composed of nine Directors, four of whom are independent outside Directors, representing more than one-third of the Board. The Board generally meets once a month and holds extraordinary meetings as necessary to make important decisions on management matters. There were 12 board meetings in fiscal 2023 (ended March 2024).
The term of office for Directors is set at one year in order to clarify Directors’ management responsibility and to flexibly establish a management framework that can swiftly respond to changes in business environment. The Audit and Supervisory Board is composed of four auditors, two of whom are independent outside auditors. The Audit and Supervisory Board generally meets once a month and holds extraordinary meetings as needed. There were 15 meetings of the Audit and Supervisory Board in fiscal 2023.

Outside directors and auditors stimulate active discussions at board meetings. They also monitor the management team from an objective standpoint, ensuring effective oversight of the company's management structure.

Executive structure

The Company has implemented an executive officer system to enhance management efficiency and agility, and to clearly delineate responsibilities for decision-making/supervision and business execution. To develop the basic management policy and take necessary measures swiftly and appropriately to enhance management, it regularly conducts Management Strategy Meeting and Executive Management Meeting; the former is held on a monthly basis and comprised of full-time Directors, Heads in charge of key organizational functions, and Executive Officers, while the latter is scheduled twice a month in principle and attended by full-time Directors, Heads in charge of key organizational functions, the Chief of Corporate R&D, and presidents of major group companies.Standing Audit and Supervisory Board Members attend the both meetings to express their opinions as appropriate.

The Company provides its directors and officers with training opportunities as needed to support them in acquiring and continuously updating necessary knowledge for appropriate performance of their duties.

The Company has also set up a Governance Committee, an advisory body voluntarily composed of the representative director and four independent outside directors. The committee is designed for more objective, transparent and timely decision-making of the Board regarding such issues as the appointment of representative directors and director and auditor candidates and the remuneration of directors and officers. In fiscal 2023, the committee held a total of three meetings.

Structure for Operating the Internal Control System

The Company and its group companies operate their internal control system primarily through their legal departments. To ensure thorough compliance with laws and regulation in business activities and enhance management efficiency, the status of the system's development, operation, and compliance with laws and regulations are regularly reviewed through internal audits conducted by the Internal Audit Office, a department directly under the President and the internal audit departments of each group company. Based on the results of these audits, improvements are made as necessary.

Corporate Governance Structure