TOP > Value Creation > Corporate Governance

Corporate Governance

Overview of corporate governance

(Years ended March,31.2018)

Governance Type Company with three committees
Number of Board Members 9
Number of Outside Directors 5 (56%)
Number of Independent Directors 4 (Notified as the persons designated by
the Tokyo Stock Exchange)
Board Diversity 3 female directors (including 1 outside director)
Number of Board Meetings
Held per Year
9 times
Average Attendance Rate
of Board Meetings
Director's Term 1 year
Chairman and CEO One person serving as both
Nomination Committee 5 members (3 outside directors; chaired by an outside director; meetings held 1 times per year)
Audit Committee 4 members (4 outside directors; chaired by an outside director; meetings held 6 times per year)
Compensation Committee 3 members (2 outside directors; chaired by an outside director, meetings held 4 times per year)

Description of corporate governance

We consider that corporate governance is a "system for supporting" the sustainable co-growth of enterprises and society. It is important to develop an environment for securing the transparency and fairness of management facilitating active decision making, and disclosing information properly. We recognize that shareholders, society and the environment entrust us with valuable managerial resources, and aim to realize the sustainable growth of society and the environment and create corporate value in the medium to long terms, in cooperation with stakeholders, and will fulfill our accountability.

Development of corporate governance system

In June 2004, in order to enhance oversight function of the Board of Directors and the quality of management and enrich management practices such as prompt decision-making and agile execution of operation, the Company was reorganized into a company with committees (currently company with three committees), which is more transparent and fair and in which outside directors account for the majority of board members. In June 2008, a female director was appointed for the first time, and in June 2018, female directors make up 33% of the board (one out of eight executive officers is also woman). In addition, we appoint Independent outside directors with a wide array of knowledge, experience and skills such as marketing and accounting, etc. (The Company was selected as "Diversity Management Selection 100 (2013)" (METI Minister Award).) Since 2015, a board evaluation has been conducted to improve the effectiveness of the Board.

Remunerations of directors and executive officers

The Compensation Committee sets and determines the remuneration policy. The remuneration system was revised on April 30, 2015 at the Compensation Committee, so that executive will be able to align interests with shareholders as they seek sustainable mid- to long-term growth of corporate value. Moving towards the goal of mutual interests with shareholders, points are given to Executive Officers according to business results of each term, and a share remuneration system is adopted where shares are provided upon their retirement as part of a mid- to long-term incentive.

Corporate governance structure

Composition of directors

(As of June 19, 2018)

Directors Nomination Committee Audit Committee Compensation Committee Name
Chairman of the Board
of Directors
    Takashi Suzuki*
(Outside Director) 
Naoto Onzo
(Outside Director)
    Kanichi Suzuki
(Outside Director) 
  Mitsuko Miyagawa
(Outside Director) 
  Noriyuki Watanabe
(Outside Director) 
    Kazuo Sugiyama
Director     Takako Suzuki*
Director     Kumiko Ishikawa
Director       Kouichi Yoshizawa*
9 directors
(five of whom are outside directors)

:Chairperson :Committee member *:Holds the concurrent position of executive officer : Independent Outside Director

Areas of executive officer responsibility

(As of June 19, 2018)

Executive Officers Responsibilities Name
Executive officer,
Chairman, CEO
Overall management Takashi Suzuki*
Executive officer,
President, COO
Overall management Takako Suzuki*
Managing Executive
In charge of the Business Management Division Tsukasa Konda
Managing Executive
In charge of the Sales Division
and the Domestic Sales Department
Yo Kouzuki
Executive Officer In charge of the Executive Creative Director Koji Kage
Executive Officer In charge of the Management Strategy Division
and responsible for Domestic Group Companies
Kouichi Yoshizawa*
Executive Officer In charge of the R&D Division Mikio Tsuji
Executive Officer In charge of the International Sales Department
and responsible for Overseas Group Companies
Keiichi Hayasaka

*: Holds the concurrent position of director