Board of Directors/Major meetings

As the highest decision-making management body, the Board of Directors makes decisions on important management issues, such as the medium- to long-term management policies and business strategies, that help create social value and corporate value.

Additionally, the Board supervises the performance of duties by directors and executive officers selected by the Board of Directors.

Of the eight directors, six are independent outside directors (75%) and four are female directors (50%). There are three directors who are Audit and Supervisory Committee members, all three of them being independent outside directors (100%), and two being women (66.7%). (See p. 84 for more on skill diversity.)

The Audit and Supervisory Committee is comprised of three members who are independent outside directors. A certified public accountant and an attorney have been appointed as outside directors who are Audit and Supervisory Committee members to bolster the Committee’s auditing and supervisory functions. The outside directors who are Audit and Supervisory Committee members share information and exchange opinions on the directors’ performance of their duties, in addition to timely monitoring of actual management status by reviewing important approval documents and other materials. They also monitor the decision-making process by exchanging information with the Audit Department (internal audit division) and Accounting Auditors, and audit the directors’ execution of their duties.

The Nomination and Compensation Committee was established to strengthen corporate governance by ensuring the independence, objectivity, and transparency of the Board of Directors. This committee is comprised of three independent outside directors and the Chairman and Representative Director. Outside directors comprise three-fourths of the committee and one of them serves as its chair. This committee discusses HR issues including the appointment and dismissal of the representative director and other directors as well as CEO succession planning. It also discusses director (excluding Audit and Supervisory Committee members) remuneration system design and individual compensation amounts. These discussions produce recommendations that are then submitted to the Board of Directors for a decision.

A Board of Directors Evaluation Committee comprised of six independent outside directors was established as part of initiatives to strengthen corporate governance, while aiming to achieve sustainable growth and increase medium- to long-term corporate value. Through the activities of this Committee that aim to continuously improve the functioning of the Board of Directors by analyzing and evaluating the overall effectiveness of the Board, we have established a framework in which the independent outside directors provide appropriate advice to the Board of Directors from a variety of angles.

The Board of Executive Officers is the central body for business execution, consisting of executive directors and executive officers. It was established for purposes such as enhancing the Board of Directors’ formulation of management strategies and its supervisory functions, and speeding up decision-making for business execution. Independent outside directors also participate as observers, thereby contributing to the training and evaluation of candidates for CEO and director positions.

Chaired by the Director, President and Executive Officer, the Sustainability Committee is comprised of executive directors, executive officers, and heads of departments. This Committee works to achieve our management philosophy and our management vision by managing the progress of division-spanning internal projects. The Committee manages, in an integrated manner, financial and non-financial information such as our business strategies and our ESG policy. We have incorporated the contribution that we make to addressing sustainability-related social issues into our management strategy and set up an integrated framework to monitor them. These issues include demographic changes caused by the declining birthrate and the arrival of a super-aged society, climate change, lifestyle changes due to diversification of values and ICT advancements, and D&I.

Chaired by the Director, President and Executive Officer, the Risk Management Committee is comprised of executive directors, executive officers, heads of departments, and labor union representatives. The committee analyzes and manages various risks that threaten the Company’s efforts to maintain and continue business management, and supports stable management. Special units established within the Risk Management Committee include the Compliance Unit, Internal Control Unit, Personal Information Protection Unit, Information Security Unit, and BCMS Promotion Unit, which develops and promotes the business continuity management system. The Risk Management Committee acts through those units to support stable management of the larger business group.

The Labor-Management Council is the highest council meeting held jointly by labor and management that is attended by executive officers of the Company and the central officers of the labor union representing the employees. The council is a cooperative organization that aims to continuously improve the labor conditions and labor environment of the employees and promote work style reforms and reforms for job satisfaction. The sharing of employee feedback and information about workplace health and safety between labor and management helps improve the working environment for employees and enhance overall working conditions. This initiative heightens employees’ awareness of participating in management and leads ultimately to higher customer satisfaction.