Corporate Governance

Under the corporate philosophy “Sincerity,” our corporate group will realize the sustainable synergistic growth of enterprises and society to improve our corporate value and shareholder value. We think that it is important to respect the rights of shareholders, secure the fairness and transparency of business administration, and make efforts to realize the sustainable development of the environment and society and create medium/long-term corporate value in cooperation with stakeholders. In order to establish a system for such sustainable synergistic growth, we will work on the improvement of corporate governance.

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 2024, female directors made up 22% of the board. 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.

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.

The Board of Directors of our corporate group consists of eight directors (including five independent outside directors). In accordance with Article 416 of the Companies Act, the Board decides on basic management policies and other important management matters, as well as matters relating to the division of duties and the direction of executive officers, and supervises the execution of the duties of executive officers and others.

The seven executive officers appointed by the Board of Directors make decisions on matters entrusted to them by the Board of Directors and carry out business operations. In principle, the Board of Executive Officers meets twice a month to exchange information and make decisions on particularly important matters entrusted to it.

The Nomination Committee decides on the details of proposals for the appointment and dismissal of directors to be submitted to a General Meeting of Shareholders. The Remuneration Committee decides on the policies and criteria for determining the remuneration of directors and executive officers and also annually decides on the remuneration for each director and each executive officer. The Audit Committee audits the performance of the duties of the directors and executive officers, monitors and verifies the internal control system and checks the status of operations and assets.

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

*: Holds the concurrent position of director

**:responsible for supervising the Division

***:Chief Digital Officer