By including Audit & Supervisory Committee Members who audit the execution of duties by the Board of Directors as voting members of the Board, we strengthen the Board's supervisory functions and further enhance our corporate governance system. In addition, we aim to further improve corporate value by increasing management transparency and efficiency and enabling agile decision-making.
Furthermore, our Board of Directors consists of 4 internal directors responsible for business execution and 5 external directors, with external directors comprising a majority of the Board, thereby strengthening governance.
We believe that this system, where the Board of Directors, comprised of internal directors deeply familiar with our business and independent external directors, accurately and swiftly makes decisions on important business execution and supervises the execution of duties by external directors, and where external directors serving as Audit & Supervisory Committee Members with expertise in various fields conduct audits, is effective for our sustainable development.
(a) Board of Directors
Our Board of Directors is chaired by President and Representative Director Yoji Sugata and is composed of 9 members, including external directors.
The Board of Directors decides on the execution of our business and supervises the execution of duties by directors through mutual checks and balances. In principle, the Board of Directors holds ordinary board meetings once a month based on the "Rules of the Board of Directors," and holds extraordinary board meetings as necessary when important management matters arise.
(b) Audit and Supervisory Committee
The Audit and Supervisory Committee is chaired by Full-time Audit and Supervisory Committee Member Teruharu Tsuyuki and is composed of 3 external directors who are Audit and Supervisory Committee Members.
Based on the Rules of the Audit and Supervisory Committee and related internal regulations, the committee monitors the operation of corporate governance, audits the status of execution of duties by directors (excluding directors who are Audit and Supervisory Committee Members), and strives to ensure that operational audits and accounting audits are conducted effectively.
(c) Internal Audit
As our company currently has a small organizational structure, we have not established an independent internal audit department. Instead, three internal audit staff members appointed by the President and Representative Director conduct internal audits.
Internal audit staff members conduct audits of departments other than the one to which they belong to avoid self-auditing.
Internal audit staff members audit the status of business execution in each department, report the results to the President and Representative Director, the Board of Directors, and the Audit and Supervisory Committee, and also disseminate improvement instructions to each department and work to follow up on them.
(d) Risk and Compliance Committee
To promote initiatives for compliance, we have established a Risk & Compliance Committee chaired by President and Representative Director Yoji Sugata, who has been appointed as the Director in charge of Risk & Compliance.
This committee consists of 4 executive directors (Yoji Sugata, Yuya Suzuki, Yuji Takahashi, Ryohei Baba), 5 executive officers (Keiichiro Kase, Junta Toyokawa, Kazumasa Muta, Yoshinori Ishii, Zen Nishida), and employees who are heads of various departments. Based on internal regulations such as the "Compliance Regulations," the committee identifies, evaluates, and responds to compliance-related issues and risks, holding meetings at least semi-annually.
(e) ESG Committee
To achieve a sustainable society and enhance corporate value over the medium to long term across the entire group, we have established an ESG Committee to further promote ESG initiatives.
This committee is chaired by President and Representative Director Yoji Sugata and consists of 4 executive directors (Yoji Sugata, Yuya Suzuki, Yuji Takahashi, Ryohei Baba), each representative director of our group companies, and a sustainability team composed of our employees with diversity in mind. The committee confirms the basic policies and management goals related to ESG within our group, reviews the progress of initiatives in business strategies, considers measures, and reports and makes recommendations to management meetings such as the Board of Directors.
(f) Financial Auditors
We have entered into an audit agreement with KPMG AZUSA LLC and receive accounting audits.
(g) External Expert Organizations
For matters requiring legal or other expert judgment, our company consults with our corporate legal counsel, licensed tax accountant, social insurance and labor consultant, and other external experts, and receives advice as needed.
