Investor Relations

Management Policy

Corporate Governance

Basic Approach

The Company's basic approach to corporate governance is to engage in fair, logical, speedy decision-making on the basis of collaborative creation with shareholders, users, employees, business partners, local communities, and other stakeholders for the purpose of enhancing corporate value.
The Company has a basic policy of seeking balance between the decision-making and business execution function and the management oversight function to support appropriate management decisions and business execution by the president and CEO, who is also a major shareholder.
To further strengthen the corporate governance system and enhance management soundness and transparency, the Company transitioned from a company with Board of Statutory Auditors to a company with Audit and Supervisory Committee system at the general meeting of shareholders held on December 18, 2015.

Corporate Governance System

Basic Explanation of the Management Organization

The Company has adopted a Board of Directors and Audit and Supervisory Committee.

The Company's Corporate Governance System and Reason for Adopting the System

The Company has adopted a company with Audit and Supervisory Committee system. The three Audit and Supervisory Committee members are all outside directors who have a wealth of practical experience and professional knowledge: an experienced corporate officer at other companies, a certified public accountant and licensed tax accountant, and an attorney at law.
Five of the directors are outside directors under the Companies Act.
Since the industry in which the Company operates is still in its growth stage and competition with other companies is fierce, it is necessary to expeditiously execute the business strategy. In these circumstances, the Company has adopted this governance system in the interest of ensuring management transparency and soundness in order to earn public trust. The diagram below depicts the Company's corporate governance system.

The Company's Corporate Governance System and Reason for Adopting the System

Board of Directors

The Company's Board of Directors consists of thirteen directors: one representative director, nine directors who are not Audit and Supervisory Committee members, and three directors who are Audit and Supervisory Committee members. Two of the directors who are not Audit and Supervisory Committee members and the three directors who are Audit and Supervisory Committee members are outside directors under the Companies Act. To ensure efficient, speedy decision-making, the Board of Directors holds regular meetings once a month and extraordinary meetings as necessary. The Board of Directors functions as a management decision-making and supervisory body pursuant to the Articles of Incorporation, laws and regulations.

Audit and Supervisory Committee

The Company's Audit and Supervisory Committee consists of three Audit and Supervisory Committee Members, of whom all are external Audit and Supervisory Committee Members. One of the Audit and Supervisory Committee Members is a certified public accountant and tax accountant, and one is an attorney at law. The Audit and Supervisory Committee Members attend meetings of the Board of Directors and other internal meetings and from time to time express opinions about directors' performance of duties. The Audit and Supervisory Committee Members conduct audits based on the audit plan, and the Audit and Supervisory Committee holds meetings once a month and extraordinary meetings of the Audit and Supervisory Committee as necessary. The statutory auditors share information necessary for auditing by periodically holding meetings with the Internal Audit Office and the accounting auditor.

Management Council

The Company seeks to ensure management transparency by holding meetings of the Management Council once a week, in principle, where important decisions other than matters for resolution by the Board of Directors and reporting matters from the business divisions are introduced and discussed. Management Council participants are expect for external directors (expect for Audit and Supervisory Committee Member), the full-time Audit and Supervisory Committee Member, and employees whose attendance the corporate officers deem necessary for running the meeting.

Accounting Auditor

The company has entered into an audit agreement with Deloitte Touche Tohmatsu LLC and undergoes audits under the Companies Act and the Financial Instruments and Exchange Act.