Governance
Creating Future Value through Transparent Management
Conformity with the Standard Criteria
Conformity with the Standard Criteria
| Recommended Standard Criteria | Adopted(Y/N) | Description |
|---|---|---|
| Introduction of the Corporate Governance Charter | Y | Enacted on December 2020 upon the Board’s decision. |
| Enactment of Code of Ethics for employees | Y | Enacted on February 2007. |
| Separation between Representative Director and the Board of Directors (Board) Chairperson | Y | An outside director was appointed as the Board’s chairperson (March 2019). |
| Composition of the Board (with outside directors to comprise a majority) | Y | 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 | Y | The principle is to hold the Board meetings on a monthly basis (Board Regulations). |
| In-advance notification to the directors prior to Board meetings | Y | 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 | Y | 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 | Y | The Outside Director Candidate Nomination Committee is in operation (2 outside directors and 1 internal director). |
| Organization of specialty committees under the Board | Y | 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 | Y | Disclosed in business reports. |
| Liability insurance coverage for directors at the company’s expense | Y | Directors & Officers liability insurance |
| Operation of meetings attended only by outside directors | Y | Outside Directors meetings are held before Board meetings. |
| Appraisal of Board activities | N | Under review |
| Organization of the Audit Committee (100% outside directors) | Y | 4 outside directors comprise the Audit Committee (including finance/accounting experts) |
| Audit Committee to be held at least once a quarter | Y | The principle is to hold the Audit Committee at least once a quarter (Audit Committee Regulations) |
| Preservation of the external auditor’s independence | Y | Selection, review and approval of the external auditor of the Audit Committee |
| Certified accuracy of business reports | Y | Certified by the Representative Director and responsible executive. |
| Conformity with standard criteria | Y | Disclosed on the official website |