Corporate Governance
Overview of Corporate Governance
(Years Ended March,31.2023)
| Governance Type | Company with Three Committees |
|---|---|
| Number of Board Members | 10 |
| Number of Outside Directors | 5 (50%) |
| Number of Independent Outside Directors | 5 (Notified as the independent outside directors designated by the Tokyo Stock Exchange) |
| Board Diversity | 4 female directors (40.0%) |
| Number of Board Meetings Held per Year |
9 times |
| Average Attendance Rate of Board Meetings |
100% |
| 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 4 times per year） |
| Audit Committee |
5 members (5 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 are aiming for the sustainable co-growth of enterprises and society. We think of corporate governance as a system that supervises our activities toward that goals. 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 2023, female directors make up 33.3% of the board (one out of seven executive officers is also woman). In addition, we appoint outside directors with a wide array of knowledge, experience and skills such as management, marketing, accounting and legal affairs, etc. Since 2015, a board evaluation has been also conducted on annual basis 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-term 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-term to long-term incentive.
Corporate Governance Structure
Board Composition
(As of June 20, 2023)
| Directors | Nomination Committee | Audit Committee | Compensation Committee | Name |
|---|---|---|---|---|
| Chairman of the Board | ○ | Yo Kozuki* | ||
| Director | Seiichi Nishida* | |||
| Director | Kaoru Yonemoto* | |||
| Director | ○ | ○ | Koichi Yoshizawa* | |
| Director （Outside Director） ☆ |
○ | ○ | ○ | Shinzo Maeda |
| Director （Outside Director） ☆ |
● | ○ | ○ | Shoichiro Iwata |
| Director （Outside Director） ☆ |
○ | ● | Hiroko Noda | |
| Director （Outside Director） ☆ |
○ | Yoko Wachi | ||
| Director （Outside Director） ☆ |
○ | ● | Masayoshi Miyanaga | |
| 9 directors （Five of whom are outside directors） |
5 members |
5 members |
4 members |
●:Chairperson ○:Committee member *:Holds the concurrent position of executive officer ☆:Independent Outside Director
Areas of Executive Officer Responsibility
(As of April 1,2024)
| Executive Officers | Responsibilities | Name |
|---|---|---|
| President & CEO | Overall management In charge of New Business Development and Strategic Investment Office, Customer Relation Office |
Yo Kozuki* |
| Executive Vice President & CDO** | In charge of the Corporate Value Enhancing Division | Seiichi Nishida* |
| Senior Managing Executive Officer | In charge of the International Business Division | Kaoru Yonemoto* |
| Managing Executive Officer | In charge of the Business Administration Division*** and responsible for Domestic Group Companies |
Koichi Yoshizawa* |
| Executive Officer | In charge of the Business Administration Division and Division Director the Business Administration Division |
Naruaki Hashimoto |
| Executive Officer | In charge of the Manufacturing Division and Total Quality Management Division |
Hideki Naito |
| Executive Officer | In charge of the Business Division 1 and the Research & Development Division |
Yosuke Maeda |
| Executive Officer | In charge of the Business Division 2 and the Marketing Planning Division, and Division Director the Business Division 2 and Marketing Planning Division and General Manager Aroma Business Development Section |
Kazunari Yamamoto |
| Executive Officer | In charge of the Sales Division, and Division Director Sales Division |
Yukihiro Takayama |
*: Holds the concurrent position of director
**:Chief Digital Officer
***:responsible for supervising the Division