With the approval of partial amendments to the Articles of Incorporation at the 11th Annual General Meeting of Shareholders held on September 28, 2023, the Company has transitioned to a company with Three Committees (Nominating Committee, Compensation Committee and Audit Committee). By clarifying the separation of the supervisory and executive functions, the Company intends to build a system that supports swift and decisive decision-making as well as active and sound risk-taking of the executive function while strengthening the supervisory function of the Board of Directors.
Organizational Chart
Board of Directors
The Board of Directors of the Company discusses and decides on fundamental corporate management matters, core strategies, and other important management matters in order to achieve the Group’s mission, as well as supervise the execution of duties by the Executive Officers.
The Board of Directors consists of ten (10) Directors, including six (6) Outside Directors. In promoting management aimed at the Group’s sustainable growth and enhancement of corporate value, the Company will establish a structure that ensures the balance of knowledge, experience, and abilities as well as diversity necessary for the Board of Directors as a whole to realize highly effective supervision of management by the Board of Directors.
Nominating Committee
The Nominating Committee deliberates on Director evaluations, Director candidates, Executive Officer candidates, and succession plans for the CEO, and determines policies regarding the appointment and dismissal of Directors and Executive Officers and proposals regarding the appointment and dismissal of Directors.
The Nominating Committee consists of four (4) Directors, including three (3) Independent Outside Directors. The Chair of the Nominating Committee is selected from among the Independent Outside Directors to ensure objectivity and transparency in the nomination process.
Compensation Committee
The Compensation Committee deliberates and determines the policy for determining the compensation of Directors and Executive Officers, as well as the details of the compensation of individual Directors and Executive Officers, in a fair and transparent manner.
The Compensation Committee consists of four (4) Directors, including three (3) Independent Outside Directors. The Chair of the Compensation Committee is selected from among the Independent Outside Directors to ensure objectivity and transparency in the deliberation of compensation of Directors and Executive Officers.
Audit Committee
The Audit Committee audits the execution of duties by Directors and Executive Officers, prepares audit reports, evaluates and selects accounting auditors, and improves the quality of audit through cooperation with the Internal Audit Division.
The Committee consists of three (3) Directors, including two (2) Independent Outside Directors. The Chair of the Audit Committee is selected from among the Independent Outside Directors to ensure objectivity and transparency in the auditing process.
Committee Structure
As of September 28, 2023, the structure of each committee is as follows
| Nominating Committee | Chair Kazuhiko Toyama (Outside Director) Member Makiko Shinoda (Outside Director) Member Masayuki Watanabe (Outside Director) Member Shintaro Yamada (Director) |
| Compensation Committee | Chair Makiko Shinoda (Outside Director) Member Takuya Kitagawa (Outside Director) Member Kazuhiko Toyama (Outside Director) Member Shintaro Yamada (Director) |
| Audit Committee | Chair Daiken Tsunoda (Outside Director) Member Fumiyuki Fukushima (Outside Director) Member Mayumi Tochinoki (Director) |
Executive Officers
Executive Officers receive significant delegation of authority regarding business execution from the Board of Directors and are responsible for executing business in their areas of responsibility, and execute business based on swift and bold decision-making and sound risk-taking. As of September 28, 2023, there are six (6) Executive Officers.