Corporate Governance

The Company’s Board of Directors is composed of twelve Directors, nine of which are Directors who are not Audit & Supervisory Committee Members and three Directors who are Audit & Supervisory Committee Members, including five independent Outside Directors. The Board decides on the important business policies of the Group, and supervises and receives reports on the business execution, in accordance with the Rules of the Board of Directors. To enable expedited decision-making, the authority regarding decisions on execution of important operations is delegated to the Directors as necessary.
In FY2022, the Board of Directors met 16 times and made necessary resolutions and received reports on the status of business execution. Major agenda items in FY2022 included progress of the 2023 Medium-Term Management Plan and direction of the next medium-term management plan, M&As and post-investment monitoring, internal controls, Board effectiveness evaluation, procurement difficulties and geopolitical risks, and investments on major system development.
 

The Company’s Audit & Supervisory Committee is composed of three Directors who are Audit & Supervisory Committee Members, including two independent Outside Directors. The Company ensures that the Audit & Supervisory Committee with a full-time committee member and a chairperson therein. The chairperson who is a full-time committee member presides over its meetings. The Audit & Supervisory Committee works closely with the Company’s Internal Audit Department positioned thereunder and the accounting auditor to conduct audits based on the committee’s annual corporate audit plan in accordance with the audit policy and the assignment of duties determined thereby. 
The Audit & Supervisor Committee Members meet once per month in principle to  deliberate on the status and results of audits.
The two Outside Directors who are Audit & Supervisory Committee Members apply their extensive knowledge and experience in audits and supervisions of the Company’s management to ensure legitimacy and adequacy. 
Mr. Keiichi Kato, Outside Director, is an attorney-at-law who possesses extensive experience regarding corporate legal affairs and Ms. Yukako Ikukawa, Outside Director and Certified Public Tax Accountant, possess considerable expertise in finance and accounting. Their experience and expertise contribute to the effectiveness of audits and enhance the Board’s supervision in enhancing legitimacy and adequacy in the Company’s management. 
Moreover, the Company assigns two employees to assist in the execution of duties of the Audit & Supervisory Committee for further effective auditing.

The Audit & Supervisory Committee and the Company’s accounting auditors work closely to enhance the efficiency and effectiveness of audits. In addition to regular meetings held several times a year, they meet as required to ensure appropriateness and credibility in their execution of duties. This is achieved through such measures as briefing, consultation or inquiries, and confirmation on matters that require special attention, regarding the annual audit plans and site audit plans (including audits of consolidated subsidiaries) prepared at the beginning of each fiscal year.

Further, Audit & Supervisory Committee works closely with the Internal Audit Department positioned thereunder to enhance efficiency and effectiveness of the audits. Each time the Internal Audit Department conducts an audit pursuant to the annual audit plan, Audit & Supervisory Committee Members receive the copies of the audit notification from the Internal Audit Department and confirm such matters as schedule, subject, purpose, method and other matters of the relevant audit stated therein. After completion of the audit, Audit & Supervisory Committee Members receive an internal audit report concerning matters pointed out and the status of improvement, upon which they discuss and exchange opinions with the Internal Audit Department personnel.
In addition, the general manager of the Internal Audit Department reports to the committee quarterly on results of internal audits and other important matters for discussion, reports to the President & Representative Director on a monthly basis, and meet with the accounting auditor regularly and as necessary for discussion.

The Company has established a Nomination Advisory Committee to ensure transparency and objectivity concerning the nomination of directors. As required by the Board of Directors, the Nomination Advisory Committee deliberates on the nomination of candidates for Directors and Executive Officers, the selection of senior management executives, and the planning for their successors.
In FY2022, the committee met 14 times to deliberate on matters including the election of candidates for Directors and Executive Officers, succession planning for executives, and future direction of the Executive Officer System. 

Remuneration for Directors is designed in such a manner that values can be shared with the shareholders and the level is appropriate for their duties. Due consideration is given to incentives for continued improvement of corporate performance and securing of talented human resources.