Overview of Corporate Governance Structure
The Company adopts a Board of Corporate Auditors System as well as Executive Officer System.
The corporate governance structure is outlined in the “Corporate Governance Organizational Chart” below.
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Board of Directors
As of 26th February 2021, the number of Directors is 9, 5 of whom are Independent External Directors. To further enhance our corporate governance, the Company revised the structure of the Board of Directors at the General Meeting of Shareholders held in February 2021 to reduce the number of Internal Directors from seven to four, and have External Directors comprise the majority of the Board. By decreasing the number of Board of Directors, the Company aims to facilitate prompt management decision-making and strengthen the management supervision function with the new structure.
The Company has independence criteria for appointment of External Directors. External Directors have been selected accordingly, and all five External Directors have been registered as Independent Directors.
In principle, the Board of Directors meetings are held once a month, where the Board of Directors shall make important management decisions and supervise operational execution.
Number of Meetings
Fiscal Year ended November 2020: 16
Analysis and Evaluation of the Effectiveness of the Board
The Company performs analysis and evaluation on the effectiveness of the whole Board to make further improvement including on its operations.
Board of Corporate Auditors
The Company has set up a Board of Corporate Auditors, which is comprised of three Corporate Auditors (including one full-time Corporate Auditor), to fulfil the role of auditing overall execution of duties by the Directors.
All three Corporate Auditors are Independent External Corporate Auditors.
The Company also enlists an employee (who concurrently serves other roles in the Company) to support the Corporate Auditors in conducting audits.
Number of Meetings
Fiscal Year ended November 2020: 14
Nomination and Compensation Committee
On June 14, 2019, the Company set up a Nomination and Compensation Committee to serve as an advisory panel to the Board of Directors. The Committee’s aim is to raise functional independency, objectivity and accountability of the Board of Directors and thereby reinforce the Group’s corporate governance structure through ensuring the transparency and objectivity of evaluations and decision-making processes of directors’ nominations and compensation.
The committee for the Fiscal Year ended November 2020 is comprised of the following three members who were selected by resolution of the Board of Directors.
Chair : Yosuke Tsuji, Representative Director and President
Members : Masaaki Tanaka, Independent External Director
Etsuko Okajima, Independent External Director
Number of Meetings
Fiscal Year ended November 2020: 5
Main Topics of Discussion for the Fiscal Year Ended November 2020
Structure of the Board of Directors
Policy on Appointment and Removal of Directors, and Appointment of Candidates
Policy on Determination of Directors’ Compensation and the Amount of Individual Director’s Compensation
Independence Criteria for External Directors
Executive Officer System
The Company has adopted an Executive Officer System from October 2014.
The Company aims to expedite decision-making process and clarify responsibilities and authorities of business execution by separating management functions from supervision and business execution functions. Executive Officers are appointed by the Board of Directors and is responsible for business execution including decision-making pertaining to their duties as determined by resolution of the Board of Directors, and promptly execute business based on the management decision-making by implementing the matters determined by the Board of Directors.
From February 2021, the Company enhanced its Chief Officer System to further clarify the separation of management and execution functions to enable agile business execution.
Internal Audit Office
The Company has established a dedicated Internal Audit Office, and the three employees belonging to the office are responsible for conducting internal audit.
The Internal Audit Office prepares the internal audit plan in accordance with the Internal Audit Rules established by the Company, and subject to approval by the Representative Director, President and CEO, audits all Divisions and Offices of the Company and all Group companies. The result of the audit is reported to the Representative Director, President and CEO and the Board of Corporate Auditors.
The Internal Audit Office conducts internal audit under the basic policy of investigating the status of the Company’s business operation and property management; confirming compliance with the management policy, laws and regulations, Articles of Incorporation, and various rules; and aims to secure preservation of company property and appropriateness of business operation, to contribute to streamlining management and improving efficiency.
The Company has concluded an auditing agreement with Deloitte Touche Tohmatsu LLC, and audits are performed in a timely and appropriate manner.