Creating Future Value through Transparent Management
|Recommended Standard Criteria
|Introduction of the Corporate Governance Charter
|Enacted on December 2020 upon the Board’s decision.
|Enactment of Code of Ethics for employees
|Enacted on February 2007.
|Separation between Representative Director and the Board of Directors (Board) Chairperson
|An outside director was appointed as the Board’s chairperson (March 2019).
|Composition of the Board (with outside directors to comprise a majority)
|8 directors in total: 5 outside directors, 2 internal directors and 1 non-executive director (62.5% is comprised of outside directors)
|Regular Board meetings
|The principle is to hold the Board meetings on a monthly basis (Board Regulations).
|In-advance notification to the directors prior to Board meetings
|Agenda items are distributed 5 days ahead of the meeting (Board Regulations).
|Introduction of regulations that deal with the roles and operation procedures of the Board and various committees
|Regulations are introduced for operating the Board (including the Outside Director Candidate Nomination Committee) and the Audit Committee (disclosed on the official website).
|Organization of a committee for fair nomination of director candidates
|The Outside Director Candidate Nomination Committee is in operation (2 outside directors and 1 internal director).
|Organization of specialty committees under the Board
|The Audit Committee and Outside Director Candidate Nomination Committee are organized and in operation.
|Disclosure of Board activity details, attendance rates and approval/disapproval on key agenda items
|Disclosed in business reports.
|Liability insurance coverage for directors at the company’s expense
|Directors & Officers liability insurance
|Operation of meetings attended only by outside directors
|Outside Directors meetings are held before Board meetings.
|Appraisal of Board activities
|Organization of the Audit Committee (100% outside directors)
|4 outside directors comprise the Audit Committee (including finance/accounting experts)
|Audit Committee to be held at least once a quarter
|The principle is to hold the Audit Committee at least once a quarter (Audit Committee Regulations)
|Preservation of the external auditor’s independence
|Selection, review and approval of the external auditor of the Audit Committee
|Certified accuracy of business reports
|Certified by the Representative Director and responsible executive.
|Conformity with standard criteria
|Disclosed on the official website