Sustainability
Governance
Directors
Board of Directors and Committee Overview
| Number of Sessions | Overview | |
|---|---|---|
| Board of Directors | 12 | The Board of Directors meets regularly once a month for a total of 12 times per year based on the Board of Directors Rules and also holds extraordinary board meetings as necessary to report, deliberate, and make decisions on matters stipulated by laws and regulations as well as the Articles of Incorporation. |
| Audit and Supervisory Committee | 12 | The Audit and Supervisory Committee meets at least once a month based on the Audit and Supervisory Committee Rules and also holds ad hoc meetings as necessary to audit the performance of duties by the Board of Directors, create audit reports, and perform other duties stipulated by laws and regulations and the Articles of Incorporation, based on the Audit and Supervisory Committee Auditing Standards. |
| Nominating Committee | 2 | The Nominating Committee has been established to strengthen the fairness, transparency, and objectivity of procedures related to the nomination of directors and to enhance corporate governance at the Company. Specifically, the committee conducts interviews with candidates for directors and deliberates whether the selection reasons and capabilities of individual candidates are appropriate in light of the Company’s director appointment policy. |
| Remuneration Committee | 3 | The Remuneration Committee has been established to strengthen the fairness, transparency, and objectivity of procedures related to director compensation and to enhance corporate governance at the Company. Specifically, the committee deliberates on individual director compensation, including basic compensation, director bonuses, and non-monetary compensation (stock compensation) related to restricted stock. |
Director Remuneration
Director remuneration is a remuneration system designed to function sufficiently as an incentive to continuously improve corporate value. Basic remuneration is determined according to individual evaluations, with decisions made annually after conducting individual evaluations of business performance, contribution to company management, etc. Director bonuses are performance-linked remuneration, with net income for the period used as the main indicator.
| Types of Remuneration | Calculation Method |
|---|---|
| Basic remuneration | Individual evaluation of business performance, contribution to company management, etc. |
| Performance-linked remuneration (bonuses) | Individual net income for the period used as an indicator |
| Restricted share-based remuneration | Granted according to position and tenure |
| Director Category | Total remuneration (millions of yen) |
Total remuneration by type (millions of yen) | Number of eligible directors | ||||
|---|---|---|---|---|---|---|---|
| Basic remuneration | Performance- linked remuneration | Retirement benefits | Restricted share-based remuneration | Of which, non-monetary remuneration | |||
| Directors (excluding Audit and Supervisory Committee Members and Outside Directors) |
706 | 257 | 418 | ― | 30 | 30 | 11 |
| Directors (Audit and Supervisory Committee Members excluding Outside Directors) |
9 | 9 | ― | ― | ― | ― | 1 |
| Outside Directors | 27 | 27 | ― | ― | ― | ― | 6 |
Effectiveness Assessment
The Company conducts an analysis and assessment of the effectiveness of the Board of Directors as a whole (Board of Directors Effectiveness Assessment) once a year from the end of March to May, the end of our fiscal year, in order to further improve the composition and operation of the Board of Directors in the future.
For the analysis and assessment method, all directors complete an anonymous self-assessment questionnaire, which is reviewed by the Board of Directors once responses are received from all participants. In the fiscal year ended March 31, 2024, the Company revised the questionnaire items referencing both information from competitors and external knowledge.
In the previous fiscal year’s analysis and assessment, the composition and size of the Board of Directors, the operation of the Board of Directors, cooperation with auditing organizations, and relations with shareholders and investors were assessed highly, and the governance system was assessed as having grown compared to the previous fiscal year, leading to the analysis and assessment that the Company’s Board of Directors is fulfilling the role expected of it in an appropriate manner and has ensured sufficient Board effectiveness.
In light of expectations for more replete opportunities for director training and to provide information on the Company and its business to outside directors to further demonstrate the role and function of the Board of Directors, we will consider concrete measures and continue to work to improve Board effectiveness.
Director Training
In addition to having newly appointed Directors, including Audit and Supervisory Committee Members, undergo external training in order to enhance their knowledge, the Company also provides opportunities for knowledge acquisition after they have been appointed, such as by holding study meetings with external specialists to address revisions to laws.
In order to ensure that the necessary knowledge is acquired by each operations division, the Company encourages appropriate participation in various external seminars, etc.