Governance-related Policies and Concepts
Our basic approach to corporate governance is to achieve a stable increase in corporate value while maintaining a high level of soundness and transparency and fulfilling our social responsibilities as a listed company. Specifically, we will proactively disclose information on our corporate activities, while rapidly reflecting our management and sales policies in our business activities. In this way, we will pursue growth in business performance and financial soundness. In addition, in order to eliminate judgments and decisions based on our internal circumstances, we believe it is important to build an effective governance system by effectively functioning our internal control system while deepening engagement with stakeholders. At the 19th Ordinary General Meeting of Shareholders held on March 28, 2023, a resolution was passed to amend the Articles of Incorporation to include the transition to a company with an audit and supervisory committee. As a result, the Company transitioned from a company with an audit and supervisory board to a company with an audit and supervisory committee on the same day. We believe that the transition to a company with an Audit and Supervisory Committee will contribute to the further improvement of Board of Directors's auditing and supervisory functions through the participation of independent outside directors in management, and we have adopted this system.
Board of Directors
Board of Directors is composed of 11 directors (five internal directors and six independent outside directors) and meets once a month. In fiscal 2023, which was a company with a board of corporate auditors, the Board of Corporate Auditors met a total of 18 times and held regular discussions on monthly financial results and their analysis, the status of business execution by the director in charge and Executive Officer, and the status of the operation of the internal control system. In addition, the Board of Corporate Auditors examined capital investment plans, monitored the progress of the prime market conformance plan, and examined the risk management system.
Skill Matrix
Audit and Supervisory Committee
The Audit and Supervisory Committee is composed of four independent outside directors and members of the Audit and Supervisory Committee and meets once a month. In fiscal 2023, the Board of Corporate Auditors met 11 times. The effectiveness of the audits was enhanced by holding regular meetings with the president, attending meetings of general managers and other important meetings, and listening to the meetings of directors and Executive Officer with a focus on audits utilizing the internal control system.
Internal Reporting System
In the event of a legal violation or violation of internal rules, we have established an internal contact point (Personnel and General Affairs Department and Internal Audit Office) and an external contact point (external law firm) to enable us to quickly identify risks and demonstrate self-cleansing functions, and we have established an internal reporting system. The hotline responds not only to reports of wrongdoing, etc., but also to inquiries about compliance and questions.
With regard to the contents of the consultation, a fact-related investigation is conducted after thoroughly protecting the whistle-blower to ensure that the whistleblower is not identified or anxious. If any problem is confirmed, the whistle-blower shall promptly respond and take appropriate corrective measures in accordance with laws, regulations, and company rules.
Dialogue with shareholders and investors
Through constructive dialogue with shareholders, we will lead to sustained growth and enhanced corporate value over the medium to long term. The Corporate Planning Department provides a contact point for dialogue with shareholders. Depending on the objectives of the shareholder dialogue, however, the president, director in charge, and Executive Officer in charge may come to the dialogue. The Corporate Planning Department compiles the views and concerns of shareholders/investors identified through dialogues and reports and shares them with Board of Directors as needed.
The management of insider information is strictly controlled in accordance with internal regulations.
Regular briefings for individual investors
In the past, representatives have held briefings for individual investors. At the same time, we are constantly seeking effective ways of communicating with shareholders. We are responding flexibly to shareholder and investor concerns, such as issuing Share acquisition rights by representatives and distributing videos on our financial results.
Periodic Presentation for Analysts and Institutional Investors:
In principle, presentations of financial results for the second quarter and full fiscal year are held by representatives, or videos are distributed. In the first quarter and the third quarter, IR managers hold briefings on Web.
IR Information on Website
This section contains financial reports, financial results, timely disclosure materials, financial results briefing materials, notices of general meetings of shareholders, and results trends.
Creation of an IR Dept. (IR Officer)
The Corporate Planning Department is in charge.
