The Company’s basic approach to corporate governance is to establish a compliance structure and an efficient management structure to accelerate decision-making functions while increasing the fairness and transparency of management. To this end, Executive Officers are entrusted with the authority and responsibility of executing operations based on policies determined by the Board of Directors. The Company also has a Compliance Committee, which includes the participation of outside experts, and by granting authority to this committee, the Company has established a structure under which the viewpoints of third parties are reflected in management judgments.
Within the framework of the Board of Directors and Audit and Supervisory Committee, the Company has adopted the Executive Officer System for the purpose of speeding up decision-making and business execution.
The Board of Directors consists of nine directors and regularly holds meetings. It makes decisions on management objectives, management strategies and others and supervises the management and operations of directors. The Board of Directors actively requests members of the Audit Committee to express opinions about resolutions on matters set forth in laws and regulations and the Articles of Incorporation, the status of management and operation, and other important managerial matters. In this manner, the Board of Directors releases reports and deliberates and adopts resolutions while securing fair and objective decisions. The Audit Committee consists of three members (including two outside directors) and audits the status of corporate governance, management and operation, and the daily activities of management, including directors.
The Company’s corporate governance structure, including the organization of management in relation to business execution and audits, is outlined below.
Established in September 2008, the Compliance Committee is chaired by the General Manager of the Executive Corporate Planning Department and has seven members including the corporate lawyer. It meets every month. The Compliance Committee provides advice regarding the deliberations of the Board of Directors and decisions made by the Representative Director and possesses the authority to order improvements or suspensions of operations at operating divisions.
The Legal Department is responsible for risk management operations to ensure speedy and effective risk management, including the gathering of information on risks, risk recognition and monitoring, and the formulation of recurrence prevention and prevention measures.
The Company also reiterates the rule on sharing risk information throughout the Group and continuously works to maintain and development the risk management structure with the aim of strengthening the information-gathering structure. It has set up internal and external helplines as part of its whistleblowing system to ensure whistleblowers’ anonymity and taken other actions to establish an operational flow for making the system work more effectively.
Regarding the internal control system, the Company believes that establishing and managing a system to ensure appropriate operations is an important responsibility of management, and the Board of Directors has established a Basic Stance Concerning the Internal Control System.
Also, recognizing that tightening compliance is essential for corporate survival and for ensuring that Directors and employees execute their duties in compliance with laws and regulations and the Articles of Incorporation, the Company strives to establish a management structure that inspires public confidence, with all officers and employees acting fairly and in accordance with the highest ethical standards.
The Company has two Outside Directors. Under the objective and neutral supervision of the two Outside Directors, the Company evaluates the adequacy of the compliance structure and management structure and judges that it has put in place effective structures in terms of management supervisory functions.
The Company also has a Compliance Committee, which includes the participation of outside experts, and by granting authority to this committee, the Company has established a structure under which the viewpoints of third parties are reflected in management judgments.