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 Policy

Corporate Governance Structure

Holding Company Structure

Under a holding company structure, the Group has been operating flexibly and effectively by setting clear management strategies and goals for the entire group and optimizing the allocation of management resources across the Group. This allows the Group to separate the functions for the development of management strategies from the business execution functions as well as to establish a more definite management responsibility structure.

Structure of Outside Directors and Auditors

The Company has set the Independence Criteria for Outside Directors and Auditors, which are clear standards for designating outside directors and auditors as independent directors and independent auditors of the Company.
The Board of Directors is composed of nine Directors, four of whom are independent outside directors. The independent outside directors therefore represent more than one-third of the Board members. The term of office of Directors is one year in order to clarify their management responsibilities and establish a management system that can swiftly respond to changes in business environment.
In addition to active discussions at the Board of Directors meetings, the outside Directors and Audit and Supervisory Board Members monitor management from an independent and objective standpoint, which ensures that the oversight function for the Company’s management structure works effectively.

Female director: 1/9　Outside audit and supervisory board members: 2/4

Executive Structure

In Toyo Seikan Group Holdings, by introducing an executive officer system, we ensure management efficiency and agility, while clarifying the decision-making, supervisory, and business execution functions of management. To appropriately and promptly establish basic management policies and various measures and strongly promote management activities, we hold a "Management Strategy Meeting" composed of full-time directors and executive executive officers once a month, and in principle, hold a "Management Executive Meeting" composed of full-time directors, Chief of Corporate R&D, and presidents of major group companies, twice a month. Full-time auditors attend the "Management Strategy Meeting" and "Management Execution Meeting" and express opinions as appropriate. Additionally, Toyo Seikan Group Holdings provides various training opportunities as needed to support directors and executive officers in acquiring necessary knowledge and continuously updating their roles and responsibilities.
In addition, Toyo Seikan Group Holdings has established a voluntary advisory body called the "Governance Committee," composed of one representative director and four independent outside directors. This further strengthens the objectivity, timeliness, and transparency of the Board of Directors' functions regarding the nomination of representative directors, director candidates, and auditor candidates, as well as the remuneration of directors and executive officers, thereby further enhancing corporate governance.

[Number of Meetings Held in Fiscal Year 2025] Board of Directors: 14 meetings, Audit & Supervisory Board: 18 meetings, Management Strategy Meetings: 13, Executive Management Meetings: 23, Governance Committee: 10 meetings

Structure of Internal Control System Management

The Company and its group companies have an internal control system that is operated by the legal division and other relevant organizations. To ensure complete compliance in business activities and improve management efficiency, the Internal Audit Office, which is directly under the representative director of the Company, and internal audit divisions of group companies regularly conduct an internal audit to check the development and operation status of the internal control system and the status of compliance. Based on their audit results, the Company and its group companies take corrective measures, as necessary. In addition, their auditors strive to increase the effectiveness and efficiency of audits by enhancing cooperation with internal audit divisions, through sharing information and opinions about material risks and audit plans and results. They also work on fostering human resources for audit activities.

Succession Plan

Toyo Seikan Group Holdings systematically develops successors to executive executives, including the CEO, by conducting systematic management training and participating in important management projects for candidates for future executive positions. To this end, we have formulated succession plan regulations, which specify the requirements for candidates for the presidency, items and selection process, development plans, and the establishment and utilization of candidate lists.
The Governance Committee, as an advisory body, formulates and operates succession plans, selects and dismisses representative directors, and nominates candidates for director and auditor to the Board of Directors. The Board approves and supervises the operation of succession plans, and decides on executive appointments.
In principle, candidates for the president's succession are selected through multiple rounds of eligibility assessments as shown below, then from within the Toyo Seikan Group, and successor candidates are developed step by step. Furthermore, if external personnel meeting the requirements are found, they may be added as successor candidates without following a stepwise selection process.

Corporate Governance Report

Toyo Seikan Group Holdings, Ltd. Corporate Governance Report can be found below.

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