Corporate Governance

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Basic philosophy and system

Under an executive corporate officer system, we have built our corporate governance system based on the three pillars: 1) realizing clarity in management accountability and prompt decision-making, 2) improving management transparency, and 3) ensuring sound and stable management.

Main bodies and their roles

Board of Directors

The Board makes management decisions and monitors business execution. The Board meets once a month in principle, and holds additional meetings as needed. We brought an outside director onto the Board to further strengthen the supervisory function in regard to business execution.

Executive Committee

In addition to their business execution responsibilities, executive officers meet as the Executive Committee to deliberate and make important decisions.

Board of Corporate Auditors

The Board of Corporate Auditors mainly deliberates on the topics and the decisions of the Board of Directors and Executive Committee. The majority of corporate auditors is comprised of outside auditors. They attend the Board of Directors and Executive Committee meetings and are provided with important materials to ensure a full grasp of conditions at our company.

Internal Audit Office

The Internal Audit Office conducts internal audits in cooperation with the Board of Corporate Auditors. Based on the results of these audits, guidance is provided and reports are made to the Executive Committee. Particularly important items are deliberated by the Board of Directors in cooperation with the Internal Audit Office. The office also assists the outside director and corporate auditors through the provision of information on operations and so on.

Other committees

To support the Board of Directors and Board of Corporate Auditors, and promote transparent and appropriate management, in addition to the Executive Committee we have established the following bodies:
1) the Nomination & Compensation Committee makes recommendations to the Board of Directors on nominations for directors and executive officers, and also evaluates them and makes compensation proposals; 2) the Corporate Governance Committee debates various themes related to corporate governance and makes recommendations to the Board of Directors as necessary; 3) the Compliance Committee debates various themes related to compliance, and disseminates relevant information companywide and makes recommendations to the Board of Directors as necessary; 4) the Disclosure Committee deliberates whether the Annual Securities Report (inclusive of the Quarterly Securities Report) that is submitted to the external auditor(s) has been prepared through the appropriate Financial Controls for the Reporting Process (FCRP); and 5) the Management Advisory Committee, which includes outside experts, offers objective evaluations and advice on a variety of topics.

Corporate Governance System

Corporate Governance System

Directors and Corporate Auditors

Representative Director, Chairman & President
Michio Fukuda
Representative Director, Senior Managing Executive Officer
Yoichi Endo
Director, Senior Managing Executive Officer
Taise Kuboki
Director, Managing Executive Officer
Kenichi Sakurai
Director, Managing Executive Officer
Katsuji Tokimatsu
Director, Managing Executive Officer
Tsuyoshi Matsuda
Director, Managing Executive Officer
Toshihiro Igarashi
Director, Managing Executive Officer
Hidenari Asai
Director
Akira Kato
Full-time Corporate Auditor
Hiroshi Shinmyo
Corporate Auditor
Tetsuro Yokoyama
Corporate Auditor
Wataru Maekawa
Corporate Auditor
Makoto Takahashi
*Among the above directors, Mr. Akira Kato is an outside director as defi ned by Item 15, Article 2 of the Companies Act.
* Among the above corporate auditors, Messrs. Hiroshi Shinmyo, Tetsuro Yokoyama and Wataru Maekawa are outside corporate auditors as defi ned by Item 16, Article 2 of the Companies Act.
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