Corporate Governance
Last update: March 5, 2020
- Basic Views on Corporate Governance
- Group Governance Framework Driving Corporate Value Creation
- Overview of Corporate Governance “Systems”
- Composition, etc., of the Board of Directors
- Policies and Procedures for Appointment/Dismissal and Nomination of Directors and Audit & Supervisory Board Members, and Training
- Compensation for Board of Directors and Audit & Supervisory Board Members
- Monitoring by Outside Directors and Outside Audit & Supervisory Board Members
- Auditing
- Roles of Corporate Pension Funds as Asset Owners
- Communication (Dialogue) with Shareholders; Shareholders’ Meetings
Implementation Status of the Corporate Governance Code
The Company complies with all of the principles of the Corporate Governance Code.
[Reference] Japan’s Corporate Governance Code
Japan’s Corporate Governance Code was formulated by the Tokyo Stock Exchange (revised on June 1, 2018). It establishes fundamental principles for effective corporate governance at listed companies in Japan. The principles include certain specified items that should be disclosed. We have referred to them as “Specific Disclosure Items.”
CGC Attached to Specific Disclosure Items disclosed in the Corporate Governance Code
Correspondence Table for Specific Disclosure Items in Japan’s Corporate Governance Code (Revised on June 1, 2018)
| Principle | Item requiring disclosure | Location |
|---|---|---|
| Principle 1.4 | Policy on cross-shareholdings, assessment of whether or not to hold individual cross-shareholdings, and specific standards for exercising voting rights | Cross-shareholdings |
| Principle 1.7 | Appropriate procedures for related party transactions | Framework for checking related party transactions |
| Principle 2.6 | Measures to improve human resources and operational practices in order to perform roles of corporate pension funds as asset owners | Roles of Corporate Pension Funds as Asset Owners |
| Principle 3.1 | i) Company objectives (e.g., business principles), business strategies and business plans | Medium-Term Management Plan (44KB) |
| 1. Management Philosophy (1.5MB) | ||
| 2. Corporate Action Guidelines (1.5MB) | ||
| Ensuring Sustainability and Growth (638KB) | ||
| Strategy (6.3MB) | ||
| ii) Basic views and guidelines on corporate governance | Basic Views on Corporate Governance | |
| iii) Board policies and procedures in determining the remuneration of the senior management and directors | Policies and procedures in determining the compensation of Directors and Audit & Supervisory Board Members | |
| iv) Board policies and procedures in the appointment/dismissal of the senior management and the nomination of directors and kansayaku (“Audit & Supervisory Board Member”) candidates | Board policies and procedures in the appointment/dismissal of senior management and the nomination of Director and Audit & Supervisory Board Member candidates | |
| v) Explanations with respect to the individual appointments/dismissals and nominations when the Board of Directors appoints/dismisses senior management and nominates Director and Audit & Supervisory Board Member candidates | Explanations of reasons for appointment when the Board of Directors appoints senior management and nominates Director and Audit & Supervisory Board Member candidates | |
| Supplementary Principle 4.1.1 |
Specification by the board of scope and content of the matters delegated to the management | Clarification of the scope of matters delegated to management |
| Principle 4.9 | Independence standards for independent directors established by the board | View on independence of Outside Directors and Outside Audit & Supervisory Board Members and independence standards |
| Supplementary Principle 4.11.1 |
View of the board on the appropriate balance between knowledge, experience and skills of the board as a whole, diversity, and appropriate board size, as well as policies and procedures for nominating directors | Composition of the Board of Directors (balance among knowledge, experience, and skills, and diversity and size, of the Board of Directors) |
| Board policies and procedures in the appointment/dismissal of senior management and the nomination of Director and Audit & Supervisory Board Member candidates | ||
| Supplementary Principle 4.11.2 |
Directors and Audit & Supervisory Board Member also serving as directors, Audit & Supervisory Board Member, and management at other companies | Concurrent positions of Directors and Audit & Supervisory Board Members |
| Supplementary Principle 4.11.3 |
Summary of results of analysis and evaluation of the effectiveness of the board as a whole | Evaluation of the Board of Directors’ effectiveness |
| Supplementary Principle 4.14.2 |
Training policy for directors and Audit & Supervisory Board Member | Training for Directors and Audit & Supervisory Board Members |
| Principle 5.1 | Policies concerning measures and organizational structures aimed at promoting constructive dialogue with shareholders | Enhancing Constructive Dialogue with shareholders |
