CORPORATE GOVERNANCE
Corporate Governance
- The Company recognizes the importance and necessity of corporate governance in ensuring business transparency, soundness and compliance, fulfilling accountability to each stakeholder, providing prompt and appropriate public disclosure, clarifying the responsibility of management and supervisors, and establishing internal controls. The Company’s basic policy is to increase its corporate value as a global company that is trusted by shareholders and other stakeholders. As such, we promote the strengthening and enhancement of our corporate governance system.
Corporate Governance System
- The Company has adopted the organizational structure of a Company with a Board of Company Auditors under the Companies Act of Japan, and has established a board of directors, a board of corporate auditors, and an accounting auditor. The Company has also established a Nomination and Remuneration Committee as an advisory body of the board of directors.
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- Board of Directors
- The board of directors is composed of six directors (including three outside directors). Positioned as the management decision-making organization, the board judges and makes decisions regarding matters important to the Group.
Chairperson：Representative Director Eiichi Nakanishi
Constituent members：Representative Director Kensuke Nakanishi, Director Masataka Suzuki, Outside Director Yuji Nonagase, Outside Director Yukiko Araki, Outside Director Chika Shiomi
- Board of Corporate Auditors
- The board of corporate auditors is composed of three corporate auditors (all of whom are outside corporate auditors), and carries out audit management activities, including the directors' performance of their duties.
Chairperson：Outside Corporate Auditor (Full-time) Hideki Toyotama
Constituent members：Outside Corporate Auditor Yuji Sawada, Outside Corporate Auditor Yoshihiro Maki
- Nomination and Remuneration Committee
- As a voluntary advisory body of the Board of Directors, the Nomination and Remuneration Committee has been established to strengthen fairness, transparency, and objectivity of the procedures related to the nomination and remuneration of directors. The committee deliberates and reports to the board of directors on matters concerning the nomination and remuneration of directors.
Chairperson：Representative Director Eiichi Nakanishi
Constituent members：Outside Director Yuji Nonagase, Outside Director Yukiko Araki
Reasons for Appointment as Outside Directors
| Name | Reasons for Appointment |
|---|---|
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Yuji NonagaseAppointed in March 2014Attendance at Meetings of -Board of Directors FY2023 10/10 times |
Elected as an Outside Director, the Company expects contributions to improve management integrity and to strengthen corporate governance by receiving overall management recommendations utilizing expertise related to management system engineering. |
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Yukiko ArakiAppointed in March 2021Attendance at Meetings of -Board of Directors FY2023 10/10 times |
Elected as an Outside Director, the Company expects contributions to improve the Company’s sustainability promotion and strengthen corporate governance with years of abundant experience being involved in administration and possessing a wide range of expertise in CSR, environmental strategy, and healthcare. |
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Chika ShiomiAppointed in March 2023Attendance at Meetings of -Board of Directors FY2023 9/9 times (After appointment) |
Elected as an Outside Director, the Company expects contributions to strengthen corporate governance by receiving overall management recommendations utilizing her diverse viewpoints, with extensive experience and broad insight in the management of a manufacturer focused on globally expanding its business. |
Reasons for Appointment as Outside Corporate Auditors
| Name | Reasons for Appointment |
|---|---|
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Hideki ToyotamaAppointed in March 2013Attendance at Meetings of -Board of Directors FY2023 10/10 times -Board of Corporate Auditors FY2023 6/6 times |
Elected as an Outside Corporate Auditor, the Company expects contributions to improve management integrity and to strengthen corporate governance by receiving overall management recommendations utilizing a wealth of experience and opinions regarding business administration. |
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Yuji SawadaAppointed in March 2014Attendance at Meetings of -Board of Directors FY2023 8/10 times -Board of Corporate Auditors FY2023 6/6 times |
Elected as an Outside Corporate Auditor, the Company expects contributions to improve management integrity and to strengthen corporate governance by receiving overall management recommendations from the professional viewpoint of a lawyer. |
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Yoshihiro MakiAppointed in March 2020Attendance at Meetings of -Board of Directors FY2023 10/10 times -Board of Corporate Auditors FY2023 6/6 times |
Elected as an Outside Corporate Auditor, the Company expects contributions to improve management integrity and to strengthen corporate governance by receiving overall management recommendations utilizing a wealth of experience and expertise as a public servant in successive key positions. |
Evaluation of the Effectiveness of the Board of Directors
Concerning the effectiveness of the Board of Directors, self-assessment is undertaken through surveys by Directors and Corporate Auditors. The results of the analysis and evaluation of the effectiveness of the Board of Directors is used to confirm that the Company’s Board of Directors’ management is satisfactory, and overall effectiveness is ensured. Continuous assessment will be performed in the future so, even more, the Board of Directors’ functionality will be enhanced as much as possible.
Criteria for Judging the Independence of Independent Outside Directors and Attributes of Independent Outside Directors
Regarding the selection of Independent Outside Directors, based on independence standards in accordance with the Tokyo Stock Exchange, after completing classification of each item, selection is made after aggregating the combined decisions.
Policy Related to Constructive Dialogue with Shareholders
The Company regards constructive dialogue with shareholders as important, and to the extent possible, holds various opportunities to communicate, primarily with management. In addition, insider information is properly managed in accordance with applicable laws and internal regulations when shareholders and investors communicate.