Corporate Governance

In the Corporate Planning Division, we are advancing a range of activities in three key fields: the formulation and advancement of the Mid-term Plan and establishment of governance systems (the Corporate Planning Department), communication with stakeholders (the Corporate Communication Department), and sustainability (the Sustainability Management Department). Each of these fields are closely interconnected, and our mission as a division is thus to improve corporate value through our activities in these fields.
Since transitioning to a company with an Audit & Supervisory Committee structure in 2022, we have been working to strengthen our auditing functions and the supervisory functions of the Board of Directors. The Board of Directors comprises 14 members; including five independent outside directors, which accounts for over one-third of the board. In this way, the Company has in place a governance structure that emphasizes objectivity. Furthermore, a certain amount of the Board’s authority has been delegated to the Full-Time Officers Committee, which is made up of full-time directors, enabling the Board to narrow down its agenda items, hold deeper discussions from medium- to long-term perspectives, and accelerate the pace of business execution. We also hold senior management meetings, such as off-site meetings and the Vision Meeting, as venues for open and free discussions between inside and outside directors on such themes as corporate value enhancement over the medium to long term. Through such meetings, we aim to involve the independent outside directors in management and reflect their advice to the greatest extent possible. The Vision Meeting is held, in principle, twice a year. At this meeting, independent outside directors serve as facilitators, helping promote discussions in which all members can participate equally. This meeting has helped enhance discussions and allowed the Board to make important realizations by incorporating the open perspectives of the independent outside directors. Although outside directors may possess less knowledge regarding the Company’s innerworkings than inside directors, the Corporate Planning Division provides as much support as possible to bridge this knowledge gap to ensure more constructive discussions.
With regard to the effectiveness of the Board of Directors, we have revised the questions in our evaluation to better reflect the nature of the Company’s business operations while also reflecting external developments, such as those found in Japan’s Corporate Governance Code. In these ways, we will continue to pursue a vision for the Board of Directors that allows us to more effectively cater to social needs.
Business strategies and efforts to strengthen governance are the two pillars that support our corporate value enhancement. For this reason, we must focus on both of these pillars in a well-balanced manner. In addition, we believe it is imperative to swiftly respond to a broad range of issues. Swiftness is part of our DNA, which we will leverage to make improvements in both our business promotion and our governance structure moving forward.