Basic Approach

We recognize that rigorous corporate governance is essential to achieving sustainable growth and maximizing the value of our organization over the medium to long term. On this basis, we commit to building a system of corporate governance that facilitates dynamic and adaptive decision-making, rigorous monitoring, adequate disclosures, and business management that is transparent and sincere. We will continually review our approach to corporate governance and make the necessary changes.

Board of Directors

The Board of Directors plays a monitoring role. Directors monitor the execution of business by verifying whether managers are acting impartially and transparently, and by exercising authority in matters of regulatory compliance and strategic direction. Board membership reflects our basic approach to corporate governance. Specifically, two of the board members are outsiders who are independent from the company. They bring diverse and expert perspectives to the board (one has a background in executive leadership and the other in law). In nominating candidates for board membership, we aim for a board that can adapt to social trends and the business landscape.

Executive Council, management committees

We want the Board of Directors to focus on the big picture without getting bogged down in minutiae. To that end, operational matters are delegated to the Executive Council and to the various management committees. Most members of the Executive Council are directors or executive officers (managers who have executive authority without fiduciary duties). The Executive Council and the management committees meet to review important business matters. The Executive Council also receives updates on the execution of important business processes.
We have also established the Executive Advisory Committee, which serves as an advisory body to the Board of Directors.

Board of Auditors

The Board of Auditors is independent from the Board of Directors and from the management. This independence allows the members to monitor both directors and those who execute the company’s business, ensuring transparency and accountability in management performance. The board has four members, three of whom are from outside the company.
　They rigorously monitor management from an impartial perspective, attending meetings of the Board of Directors, the Executive Council, and key management committees, and requesting regular or as-and-when needed reports from directors and executive officers. They may also request reports from a group company if necessary. Additionally, they coordinate with the company’s Internal Audit Department and the external financial auditor.

Training and support

Directors and executive officers attend externally run training courses to refine their leadership skills and strategic thinking. Corporate auditors attend seminars and cross-industry gatherings to gain more skills in auditing and supervising management.
　Outside directors receive briefings from the relevant operating divisions regarding business projects, workflows, and issues. They also receive the agenda for board meetings well in advance of the meeting. Additionally, outside directors and outside corporate auditors attend gatherings to share their expert insights.