Strengthening Governance Through the Separation of Execution and Oversight
First written in FY2016. 7 of 14 entries say "Advanced", first in FY2022. Latest entry: 2026-06-26.
65 other companies' latest entry also says "Advanced".
- 2026-06-26AdvancedGovernance
「In addition, to realize synergies from our collaboration with Rakuten, we have appointed 3 outside directors from Rakuten and its consolidated subsidiaries. At the same time, as of 26 June 2026, we have appointed 4 independent outside directors who are independent of Rakuten. We have also established a Governance Committee as a voluntary advisory body to the Board of Directors, chaired by an outside officer and with outside officers comprising a majority of its members, in order to strengthen the Board’s oversight function, independence, objectivity and accountability, as well as corporate governance. Through these measures, we are building a structure that deepens our cooperation with Rakuten while enabling independent management decisions and business activities.」
The company specified that it has 3 outside directors from the Rakuten Group, 4 independent outside directors, and a Governance Committee with a majority of outside officers. It clarified a governance structure that combines cooperation with Rakuten and independent management decisions. - FY2026AdvancedAnnual report
「As of the filing date, 25 June 2026, the Board of Directors comprises 10 directors, including 1 representative director, of whom 7 are outside directors. It generally meets monthly to make important management decisions and oversee the execution of the directors' duties.」
The company continues to operate a separation of oversight and execution through its Audit and Supervisory Committee structure, governance committee, and executive officer system, with the Board of Directors comprising 10 members as of the filing date, including 7 outside directors. - FY2026-H1AdvancedAnnual report
「Under the agreement, Rakuten Group,Inc. nominates candidates for director, but the company maintains a structure in which directors nominated by the company constitute a majority of the Board of Directors. As of the filing date, Rakuten Group,Inc.'s nominees accounted for 3 of the 10 directors: Sugihara Akio (杉原章郎), Kasahara Kazuhiko (笠原和彦), and Matsumura Ryo (松村亮). In addition, the company has established and uses an Audit and Supervisory Committee and a governance committee with a majority of highly independent outside directors, thereby establishing a governance structure that prevents Rakuten Group,Inc.'s intentions from being unilaterally reflected in the company's management.」
While assuming Rakuten Group,Inc.'s right to nominate director candidates, the company specifically describes a structure in which 3 of the 10 directors as of the filing date were Rakuten Group,Inc.'s nominees, with the Audit and Supervisory Committee and governance committee having a majority of outside directors. - FY2025AdvancedAnnual report
「As of the filing date, 24 June 2025, the Board of Directors comprises 8 directors, including 1 representative director, of whom 5 are outside directors. It generally meets monthly to make important management decisions and oversee the execution of the directors' duties.」
The company operates a separation of oversight and execution through its Audit and Supervisory Committee structure, governance committee, and executive officer system. It states that the Board of Directors had its current composition as of the filing date and was scheduled to comprise 10 members, including 7 outside directors, after the general meeting of shareholders. - FY2024AdvancedAnnual report
「The Board of Directors comprises 9 directors, including 1 representative director, of whom 6 are outside directors. It generally meets monthly to make important management decisions and oversee the execution of the directors' duties.」
Following the transition to a company with an Audit and Supervisory Committee, the company has established its oversight function through a combination of 9 directors, 6 outside directors, 4 Audit and Supervisory Committee members, and a voluntary governance committee. - FY2023ReframedAnnual report
「At the 34th annual general meeting of shareholders held on 21 June 2023, the company approved amendments to its Articles of Incorporation providing for a transition to a company with an Audit and Supervisory Committee. Accordingly, on that date it changed from a company with a Board of Corporate Auditors to a company with an Audit and Supervisory Committee.」
The company changed from its former structure as a company with a Board of Corporate Auditors to a company with an Audit and Supervisory Committee, adopting a structure with 10 directors, including 7 outside directors, and an Audit and Supervisory Committee with 4 members, including 3 outside directors. - FY2022AdvancedAnnual report
「The Board of Directors comprises 7 directors, including 1 representative director, of whom 5 are outside directors. It generally meets monthly to make important management decisions and oversee the execution of the directors' duties.」
The Board of Directors comprises 7 members, including 5 outside directors, with the separation of functions from the executive officers and decision-making on business execution by the management execution committee continuing. - FY2020RestatedAnnual report
「The company also introduced an executive officer system, separating the Board of Directors' oversight function from the executive officers' business execution function, thereby strengthening governance. In addition, it established a management execution committee, which meets regularly, to deliberate important management matters and make decisions on business execution based on the basic policies resolved by the Board of Directors.」
The company continues to operate a structure in which the Board of Directors provides oversight, executive officers execute business, and the management execution committee makes decisions. - FY2019ReframedAnnual report
「The company also introduced an executive officer system, separating the Board of Directors' oversight function from the executive officers' business execution function, thereby strengthening governance. In addition, it established a management execution committee, which meets regularly, to deliberate important management matters and make decisions on business execution based on the basic policies resolved by the Board of Directors.」
While maintaining the separation of execution from oversight, the company identifies the management execution committee as the decision-making body for business execution replacing the former executive committee. - FY2018RestatedAnnual report
「The company also introduced an executive officer system, separating the Board of Directors' prompt decision-making and oversight functions from the executive officers' business execution functions, thereby strengthening governance. In addition, it established an executive committee, which generally meets weekly, to deliberate important management matters based on the basic policies resolved by the Board of Directors and to exercise overall control over business execution.」
The company continues to describe the separation of execution from oversight, the executive officer system, and control over business execution by the executive committee as core elements of governance. - FY2016First statedAnnual report
「The company also introduced an executive officer system, separating the Board of Directors' prompt decision-making and oversight functions from the executive officers' business execution functions, thereby strengthening governance.」
The structure is described as including 2 outside directors, 4 outside corporate auditors, the designation of independent officers, and the establishment of an executive committee.