Governance

Corporate governance outline

We are striving to strengthen our corporate governance, recognizing that it is a top priority for living up to the trust and expectations of our shareholders and other stakeholders, and for continually increasing our corporate value.

Based on the belief that people do not exist for the company, but the company exists for the people, we will strive to enhance our corporate value by attracting shareholders, customers, and other people in the world, and putting all of our energy into what we can be truly proud of. At the same time, we will continue to build a management system with transparency and checks and balances, through the efficient use of management resources and appropriate risk management ensured by the establishment of an effective internal control system.

Board of Directors

The Board of Directors meets once a month as a general rule, and flexibly as necessary. As the highest decision-making body, the Board of Directors makes resolutions on important matters in accordance with laws and regulations and the Articles of Incorporation. The Board of Directors also functions as a supervisory body for business execution.

Audit and Supervisory Committee

The Audit and Supervisory Committee meets once a month as a general rule, and flexibly as necessary. The Audit and Supervisory Committee exercises its supervisory function by deepening its understanding of the current status and issues of the company through active discussions at Board of Directors meetings. The Audit and Supervisory Committee also communicates with the accounting auditor on a regular basis, receiving explanations regarding audit policies, audit plans, and the results of quarterly and annual audits, and exchanging opinions on issues regarding any individual audit. In addition, the Audit and Supervisory Committee regularly exchanges information and opinions with internal auditors on the development and establishment of internal control systems and risk assessment. By sharing information with the accounting auditor and the internal auditor, the Audit and Supervisory Committee will enhance the effectiveness of audits and make recommendations for corrective actions as necessary.

Nomination Committee and Remuneration Committee (Voluntary committees)

In order to ensure the transparency and objectivity of the process of selecting candidates for Directors and the process of determining remuneration, we have established the voluntary Nomination Committee and Remuneration Committee, as advisory bodies to the Board of Directors.

Corporate governance system

Status of Internal Control Systems

In order to ensure the transparency and fairness of our corporate management, we have established a basic policy and various regulations regarding the internal control system, clarified the responsibilities of officers and employees, ensured the thorough compliance with regulations, and built a system that enables the internal control system to function effectively.

Policy for determination of the remuneration of Directors (excluding Directors who are Audit and Supervisory Committee Members)

Our basic policy is that the remuneration of Directors shall be linked to shareholder value to fully function as an incentive for the sustainable enhancement of corporate value, and that the remuneration of individual directors shall be determined at an appropriate level based on their respective responsibilities. Specifically, it shall consist of basic remuneration* determined in accordance with their roles and responsibilities, and non-monetary remuneration in the form of stock-based remuneration. Outside Directors, who are responsible for supervisory functions, shall be paid only basic remuneration in accordance with their duties.

* The basic remuneration for our Directors (excluding Outside Directors) shall be monetary remuneration and determined within the limit of the amount of remuneration approved by the resolution of the General Meeting of Shareholders, taking into consideration comprehensive indicators as the level of employee salaries, sales, market capitalization and employee engagement.