Corporate Governance

Corporate Governance

Basic Policy on Corporate Governance

As our basic stance on corporate governance, in order to fulfill our accountability to our shareholders, we place great importance on ensuring management transparency and prompt and appropriate information disclosure.In addition, in order to increase profits and enhance corporate value, we are working to improve the efficiency of our management systems for prompt and efficient decision-making and business execution, and enhancing our management oversight function to conduct corporate activities based on sound principles that are in harmony with society.
We will continue to regularly review the corporate governance structure in line with the growth of the company and strive to build an optimal management structure.

Corporate Governance Structure

Corporate Governance Structure

Functions in the Corporate Governance Structure


Name No. of members Details No. of meetings held in FY21
Board of Directors ・Chair:
Takayuki Funahashi Representative Director, President and CEO
・Members：
Directors 8,
including 3 Outside Directors,
including 2 female Directors		 As a management decision-making body, the Board of Directors makes resolutions on important matters in accordance with the Board of Directors Regulations and Rules on Administrative Authority, and outside directors provide advice and supervision to the Board of Directors from an outside third-party perspective. In addition to regular monthly Board of Directors meetings, extraordinary Board of Directors meetings are held as necessary. 17
Board of Corporate Auditors ・4 Auditors,
including 3 Outside Auditors,
including 1 full-time Auditor,
including 1 female Auditor		 In addition to regular monthly meetings, the Board of Corporate Auditors holds extraordinary meetings as necessary to review the status of audits and audit results, and to share information among the corporate auditors. Efforts are made to conduct effective monitoring by exercising legal authority, such as attending important meetings and receiving reports from related parties, as well as by conducting on-site inspections at branch offices and other locations. 16
Risk and Compliance Committee ・Chair:
Representative Director, President and CEO,Takayuki Funahashi		 For risk management and compliance promotion, the committee is chaired by the Representative Director and implemented by directors, corporate auditors and persons appointed by the chair. 4
Internal Audit Office 2 The Internal Audit Office, under the jurisdiction of the Representative Director, prepares an audit plan for each fiscal year and conducts operational audits in accordance with that audit plan. The results are reported to the Representative Director promptly after the audit is conducted. ―
Nomination and Compensation Committee ・Chair:
Outside Director Hidenori Fujioka
・Members:
4 Directors
including 3 Outside Directors
including 2 female Directors		 The Committee, an advisory body to the Board of Directors, is responsible for deliberating the selection and dismissal of directors and executive officers of the Company and its group companies, as well as their compensation and succession plans, from an objective and fair perspective. 6

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