We believe that enhancing corporate governance is one of the most important management issues in order to fulfill our corporate social responsibilities.In line with this policy, we introduced an executive officer system in January 2002, further condensing and enhancing the original function of the Board of Directors, clarifying management responsibilities and accelerating business execution.
The highest decision-making body in our business is the General Meeting of Shareholders, which serves as the supreme body, and the Board of Directors, which is appointed by the Board of Directors, as composition body.In addition, inspection & Supervisory Board Members elected at the General Meeting of Shareholders will inspection the execution of duties by Directors. Furthermore, the Board of Executive Officers has been established as a subordinate body of the Board of Directors. This is aimed at separating decision-making from business execution, with purpose of achieving and enhancing operations, and more closely aligning operations with the actual conditions of on-site operations.
Outline, overview, concept of our corporate governance system are as follows.
Operate Circumstance of Corporate Governance-Related Measures
Circumstance of Corporate Governance Structure, Including Management Organizations Related to Management Decision-making, Execution and Supervision
1.Board of Directors
In addition to the regular monthly meetings of the Board of Directors, the Board of Directors holds extraordinary meetings as necessary to make management decisions and supervise business execution.
2.Inspection & Supervisory Board
The Company has three inspection & Supervisory Board members, two of whom are outside inspection & Supervisory Board members. They attend meetings of the Board of Directors and other important internal meetings, listen to business reports from directors and employees, and inspect approval documents to conduct inspection. Outside inspection & Supervisory Board Members Two are appointed from key positions at each company and outside inspection & Supervisory Board Members at companies. Outside inspection & Supervisory Board Members with various experiences contribute to enhancing the neutrality and effectiveness of inspection by expressing their views on the execution of duties by directors as appropriate. We also ensure the independence of Outside inspection & Supervisory Board Members by appointing personnel who have never been in charge of the Company.
3.Executive Officers Meeting
In January 2002, we introduced an executive officer system to separate decision-making from business execution and to achieve and enhance business execution.
The rules stipulated in the internal regulations are followed by all employees, including directors, in an effort to ensure appropriate and efficient business operations. As a observing, we have established an Internal inspection Office and established a system to prevent internal improprieties and errors through Operate of regular and special inspection based on internal inspection regulations and internal manuals.
Account inspection is commissioned to Deloitte Touche Tohmatsu LLC, a limited liability inspection corporation, to receive advice from time to time in addition to normal inspection services.
(Circumstance of Account inspection)
Inspection Corporation: Deloitte Touche Tohmatsu LLC inspection Corporation
- Certified Public Accountants Leading The Independent Financial Audit
Hiroyasu Kawai and Nobuyuki Nakata designated executive employees
- Composition of Supplemental for Account Inspection Operations
5 certified public accountants and 9 others
(NOTE) Others include those who pass the Certified Public Accountant Examination.
6.Collaboration between the Internal Inspection, Inspection & Supervisory Board, and The Account Inspection
The Internal inspection Office, inspection & Supervisory Board Members, and inspection Companies Operate to exchange views on periodically.
7.Operate Circumstance of Efforts to Enhance Corporate Governance in the Past Year
We held 12 regular meetings of the Board of Directors to discuss and decide on important management issues. We also held 12 regular meetings of the Executive Committee to discuss and decide on important matters related to business execution.
For more information, please refer to the Corporate Governance report below.
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