Oversight and Audit Structure Including Outside Officers
First written in FY2016. 8 of 14 entries say "Restated". Latest entry: FY2026.
Wellnet moved to the "Worse" side of this theme in 2021.
12 other companies' latest entry also says "Other".
- FY2026Planned change in directors’ rolesAnnual report
「If these director nomination proposals are approved as originally submitted and the representative directors and managing directors are selected at the relevant Board of Directors meeting, the directors will be as follows.」
The company plans to maintain its structure as a company with an Audit and Supervisory Committee, comprising 5 directors responsible for business execution and 3 outside directors serving as Audit and Supervisory Committee members, while changing the role structure after the Annual General Meeting of Shareholders so that Higashihara Yukio (東原 幸生) becomes a managing director. - FY2025RestatedAnnual report
「As of the date of submission of the annual securities report, the Board of Directors, the body responsible for making important management decisions, comprises 5 directors involved in business execution, including the representative director, and 3 directors serving as Audit and Supervisory Committee members, all 3 of whom are outside directors.」
Under the Company with an Audit and Supervisory Committee structure, the structure comprising 5 directors involved in business execution and 3 outside Audit and Supervisory Committee members has been reaffirmed. - FY2024ReframedAnnual report
「As of the filing date, the Board of Directors, the body responsible for making important management decisions, comprises 5 directors involved in business execution, including the representative director, and 3 directors serving as Audit and Supervisory Committee members, all 3 of whom are outside directors.」
The Company continues to operate as a Company with an Audit and Supervisory Committee, with the number of directors involved in business execution increasing from the previous 3 to 5, resulting in an 8-member structure including 3 outside Audit and Supervisory Committee members. - FY2021ReframedAnnual report
「As of the filing date, the Board of Directors, the body responsible for making important management decisions, comprises 3 directors involved in business execution, including the representative director, and 3 directors serving as Audit and Supervisory Committee members, all 3 of whom are outside directors.」
The Company continues to operate as a Company with an Audit and Supervisory Committee, with the Board comprising 3 directors involved in business execution and 3 outside Audit and Supervisory Committee members, for a total of 6 directors. - FY2020-Q1RestatedAnnual report
「To enhance transparency in decision-making under our proactive and bold management approach, and with the Corporate Governance Code in mind, we changed to a Company with an Audit and Supervisory Committee in September 2017. The Board of Directors comprises 2 internal directors and 3 outside directors, with outside directors holding a majority. All members attend each meeting and engage in active discussion.」
Under the Company with an Audit and Supervisory Committee structure, the Board structure, in which 3 outside directors hold a majority, and discussions with all members participating have been reaffirmed. - FY2019RestatedAnnual report
「The Board of Directors comprises 2 internal directors and 3 outside directors, with outside directors holding a majority. All members attend each meeting and engage in active discussion.」
Under the Company with an Audit and Supervisory Committee structure, the Board structure, in which 3 outside directors hold a majority, has been reaffirmed. - FY2019-Q3RestatedAnnual report
「In September 2017, we changed to a Company with an Audit and Supervisory Committee. The Board of Directors comprises 2 internal directors, 1 of whom is a woman, and 3 outside directors, with outside directors holding a majority. All members attend each meeting and engage in active discussion.」
Following the transition to a Company with an Audit and Supervisory Committee, the Board structure, in which 3 outside directors hold a majority, and discussions with all members participating have been reaffirmed. - FY2019-Q2RestatedAnnual report
「The Board of Directors comprises 2 internal directors, 1 of whom is a woman, and 3 outside directors, with outside directors holding a majority. All members attend each meeting and engage in active discussion.」
Following the transition to a Company with an Audit and Supervisory Committee, the Board structure, in which 3 outside directors hold a majority, and discussions with all members participating have been reaffirmed. - FY2018RestatedAnnual report
「The Board of Directors comprises 2 internal directors, 1 of whom is a woman, and 3 outside directors. All members attend each meeting and engage in active discussion.」
Following the transition to a Company with an Audit and Supervisory Committee, the Board structure, in which 3 outside directors hold a majority, has been reaffirmed. - FY2018-Q3RestatedAnnual report
「In addition, from this fiscal year, under our management policy of proactively and boldly pursuing major business opportunities, we have made outside directors a majority of the Board and changed to a Company with an Audit and Supervisory Committee in order to enhance transparency.」
The structure for enhancing transparency through a majority of outside directors and the transition to a Company with an Audit and Supervisory Committee has been reaffirmed. - FY2018-Q2RestatedAnnual report
「Under our management policy of proactively and boldly pursuing major business opportunities, we have changed to a Company with an Audit and Supervisory Committee and made outside directors a majority of the Board to enhance transparency. At the same time, we strengthened the structure for achieving our objectives by expanding the executive officer team.」
The structure comprising a majority of outside directors, the transition to a Company with an Audit and Supervisory Committee, and the expansion of the executive officer team has been reaffirmed. - FY2018-Q1AdvancedAnnual report
「We have changed to a Company with an Audit and Supervisory Committee. The Board of Directors will comprise 2 internal directors and 3 outside directors, with outside directors holding a majority. We have also elected 1 woman as an internal director, partly to demonstrate internally and externally our proactive approach to appointing women. At the same time, we strengthened the structure for achieving our objectives by expanding the executive officer team.」
The post-transition structure is described, including a majority of 3 outside directors, the election of 1 woman as an internal director, and an expanded executive officer team. - FY2017ReframedAnnual report
「Subject to approval at the September 2017 general meeting of shareholders, we decided to change from a company with an Audit and Supervisory Board to a Company with an Audit and Supervisory Committee. The Board of Directors will comprise 2 internal directors and 3 outside directors, with outside directors holding a majority.」
The governance framework changed from a company with an Audit and Supervisory Board to a Company with an Audit and Supervisory Committee, with outside directors holding a majority. The transition was carried out on 27 September 2017. - FY2016First statedAnnual report
「We have appointed 1 outside director and 3 outside audit and supervisory board members, and believe that this structure sufficiently ensures the objectivity and neutrality of management oversight.」
Management oversight by outside directors, outside audit and supervisory board members, the Internal Audit Office and the Audit and Supervisory Board forms the foundation of governance.