Enhancing and strengthening corporate governance is
essential in order to increase corporate value and meet the expectations of
shareholders and all other stakeholders. We are working to broadly instill
corporate ethics and ensure sound management toward further strengthening
public trust in the company..
Corporate Governance System Our organizational
architecture is based on our Board of Directors and Board of Auditors, which
are the engine of the joint-stock corporation as stipulated by the Companies
Act. In accordance with the Companies Act, the Board of Directors makes management
decisions, while the Executive Committee decides other important matters. We have also introduced an
executive officer system in order to, within the scope of the law, separate and
segregate management decision-making and supervisory functions from executive administration. We have 8 board directors,
including 2 representative directors, and 17 executive officers, including 6
officers who also sit on the Board of Directors. No outside directors have been
appointed. The Board of Directors selects candidates for board directors with
the qualifications and capabilities for realizing the group’s mission and fulfilling
its social responsibilities. Candidates are recommended at the General Meeting
of Shareholders and appointed based on its decision. We have 5 corporate
auditors, 3 of whom are outside auditors. We have also a Corporate Auditors’
Office, which provides comprehensive assistance with the duties of the
corporate auditors(as of August 31, 2010). In response to the revised
listing rules by the Tokyo Stock Exchange calling for the introduction of an
independent director system for protecting the interest of general
shareholders, we appointed one outside auditor as an independent director in March
2010. We determined, based on the
guidelines of the Tokyo Stock Exchange and other reference sources, that the
auditor is best suited for this job given the risk of a conflict of interest
with general shareholders. We have also created a CSR
Management Committee, which reviews the ideal direction for our business
activities from the perspective of CSR and promotes the strengthening of
corporate governance. We have adopted a
performance-based remuneration system for board directors and executive
officers.
Internal Control
System We are committed to
fulfilling our Basic Policy for Building an Internal Control System, which was
decided by board vote on May 16, 2006 (and partially revised on March 31, 2008
by board vote). We are building the system
from the following three perspectives: (1) corporate governance;
(2) risk and compliance; and (3) financial reporting. In fiscal 2009(year ended March 31, 2010), we gave
risk-management training to executive managers (including subsidiaries) in
order to advance the development of our group risk-management readiness.
The entire group operates internal controls over financial reporting accurately and effectively, in accordance with the Financial Instruments and Exchange Law.
