亚洲彩票官网's Corporate Governance System
Features of the Company’s Corporate Governance
- Clear Separation of the Functions between Oversight of Management and the Execution of Business
The Company fully leverages its system of being a company with a nomination committee, etc., with the Board of Directors entrusting a large portion of the decision-making authority over business execution to corporate officers to the extent permitted by laws and regulations in order to devote its attention to the oversight of management.銆赌
This enables prompt, flexible decision-making and business execution by corporate officers even in environments undergoing turbulent changes. Additionally, in order to achieve a clear separation between the oversight of management and the execution of business, the Company has established that the Chair of the Company’s Board of Directors be an outside director and that the Representative Corporate Officer and CEO shall be the only individual to concurrently serve as a corporate officer and a director.
Clearly separating the oversight of management and the execution of business enhances corporate vitality.
The Board of Directors exercises the function of oversight from the perspective of stakeholders to ensure fairness and transparency in management.
Also, the Board of Directors passes resolutions on rules related to “systems for ensuring proper business operations,” and establishes the specific rules for internal controls that should be put in place and operated by corporate officers, in accordance with the stipulations of the Companies Act. In addition to the matters stipulated in those rules, corporate officers ensure their autonomy by establishing and operating internal control in their assigned duties, thereby increasing the speed and flexibility of business execution.
Under this structure, the Board of Directors also checks the status of execution of duties by corporate officers and inspects the appropriateness of the status of internal controls such as the business execution and decision-making processes from the perspective of shareholders and society.
Directors and corporate officers communicate with each other and build trust in executing their respective duties and fulfilling their responsibilities, working together to increase corporate value and contribute to the creation of social value. Mechanisms such as these are the characteristics of the Company’s corporate governance. - A Sustained, Autonomous Mechanism for Enhancement of Corporate Governance Centered on Independent Outside Directors
The presence of independent outside directors, who account for the majority of the Board of Directors, supports the effectiveness of the Company’s corporate governance structure. Therefore, in order to meet stakeholders’ expectations and enhance management oversight functions, we place the highest priority on independence and neutrality when selecting outside directors.
With independent outside directors at the center, the Company has established and is operating a mechanism to enhance sustained, autonomous corporate governance, including (1) a system of selecting neutral and independent outside directors by a Nomination Committee, (2) operating the Board of Directors, etc., through the leadership of a chair who is an outside director, (3) an hhc Governance Committee for broad discussion of corporate governance, including dialogues with stakeholders and the consideration of succession plans, etc., and (4) corporate governance evaluations through Plan-Do-Check-Act (PDCA) cycles of the Board of Directors and each committee.
- Diversity of the Directors and Corporate Officers
The corporate executives in a company with a nomination committee, etc., system comprise directors who perform management oversight and corporate officers who execute business operations. The table below describes the diversity among the corporate executives (directors and corporate officers) as of April 1, 2025.
The Nominating Committee believes that in order for the Board of Directors to exercise management oversight from the broad perspectives of stakeholders and external viewpoints, enhance corporat