Corporate Governance Overview

Having adopted a Company with Committees structure, we have established a governance system in which the Board of Directors, led by outside directors, supervises the executive divisions. We also have three legally mandated committees—the Nomination Committee, Compensation Committee, and Audit Committee—all chaired by outside directors.These committees engage in fair and active discussions aimed at strengthening the Group’s governance. They also actively and assertively share the status of execution at Board of Directors meetings in order to enhance the soundness and transparency of governance.

The Company utilized the business owner system, the Group Chief Officer system, and the executive officer system, under the general oversight of the Group CEO and Group COO, for its business operation system to enable agile and flexible decision-making and business execution as well as ensuring the clarity of authority and responsibility.

Organizational structure Company with committees, such as Nomination Committee
Number of Directors 14, of which 10 are Outside Directors
・Percentage of non-executive directors: 85.7% (12 out of 14)
・Percentage of outside director: 71.4% (10 out of 14)

Member of the Board , Nomination Committee , Audit Committee and Compensation Committee

Name Title Board of Directors Nomination Committee Audit Committee Compensation Committee
Kengo Sakurada Group CEO
Director
Chairman and Representative Executive Officer

(Chairman)
- - -
Mikio Okumura Group COO
Director
President and Representative Executive Officer
- - -
Toshihiro Teshima Director - -
Satoshi Kasai Director - -
Scott Trevor Davis Director*
(Committee Chair)
-
Kazuhiro Higashi Director* -
(Committee Chair)
Takashi Nawa Director* -
Meyumi Yamada Director* -
Masayuki Waga Director* -
Naoki Yanagida Director* -
(Committee Chair)
-
Isao Endo Director * - -
Hideyo Uchiyama Director* - -
Misuzu Shibata Director* - -
Kumi Ito Director* - -

* Outside Director as set forth in Article 2 (XV) of the Companies Act.

Executive Officers and Senior Vice Presidents

Executive officers shall make decision and perform duties with respect to the matters delegated from the Board of Directors. Senior Vice Presidents execute business following a partial delegation of business execution authority from Executive Officers.

Management Structure of Corporate Governance (As of April 1, 2022)

Management Structure of Corporate Governance

Appointment of Directors , Executive Officers and Senior Vice Presidents

Directors shall be appointed at the General Shareholders Meeting based on the selection by the Nomination Committee. Executive officers and Senior Vice Presidents shall be appointed at the General Shareholders Meeting based on the selection by the Nomination Committee. Additionally, the company formulated the “Policies for Appointment of Directors and Executive Officers” and disclosed it to public.

  • The “Policies for Appointment of Directors and Executive Officers” is stipulated in chapter 5 of the Corporate Governance Policy.

Number of Independent Directors

10 Outside Directors

  • All Outside Directors are independent as defined by the Financial Instruments and Exchange Act.
  • Standards regarding Independence of Outside Directors is disclosed in the Corporate Governance Report.

Decisions regarding compensation, etc.

The Company formulated the “Policies on Decisions regarding Compensation for Directors and Executive Officers” according to the decision by the Compensation Committee and disclosed it to public.

  • The “Policies on Decisions regarding Compensation for Directors and Executive Officers” is stipulated in chapter 7 of the Corporate Governance Policy.

FY2021: Record of meetings of the Board of Directors, Nomination  Committee, Audit Committee and Compensation Committee

From April 2021 to March 2022

Board of Directors meetings Held 13 times
Attendance: 98.0%
Nomination Committee Held 11 times
Attendance: 98.2%
Audit Committee Held 12 times
Attendance: 96.7%
Compensation Committee Held 10 times
Attendance: 100%