Strengthening Compliance, Decentralisation of Authority and Board Oversight
First written in FY2023. 4 of 5 entries say "Advanced", first in FY2025-H1. Latest entry: FY2026.
2 other companies' latest entry also says "Advanced".
- FY2026AdvancedAnnual report
「As an organization directly reporting to the Board of Directors, the company has established the Compliance and Risk Management Committee (CR Committee), chaired by the representative director and CEO and comprising the representative director and chairperson, executive officers, the heads of the General Administration Division, Corporate Planning Division, General Affairs and Legal Division, and Accounting and Finance Division, the corporate auditors, and the head of the Internal Audit Office. The committee meets quarterly to deliberate and resolve important matters, including compliance education, the introduction of risk assessments and monitoring of response measures, reports on consultations concerning incidents and the whistleblowing hotline, and monitoring the operating status of measures to prevent recurrence.」
The company has institutionalized and operates measures to prevent recurrence through the quarterly CR Committee, risk maps, cooperation among internal audit, the corporate auditors and the accounting auditor, and reporting to the Board of Directors. - 2026-05-20AdvancedChanges in Officers
「Through this structure, we will further separate management from execution and maintain and strengthen a robust governance system.」
The company stated its policy of further separating oversight from execution while maintaining a Board structure in which outside directors comprise half of the Board. - FY2025AdvancedAnnual report
「Meetings involving the corporate auditors, the internal audit division and the accounting auditor are held at least quarterly to ensure timely and appropriate information sharing and an exchange of views.」
The company detailed the implementation status of measures to prevent recurrence, including multiple representative directors, appointment and evaluation of the CFO by the Nomination and Compensation Committee, a dedicated head of the internal audit office, strengthened accounting, legal and internal audit functions, and quarterly meetings among the three audit functions. - FY2025-H1AdvancedAnnual report
「a. The company will appoint multiple representative directors to ensure the effectiveness of mutual checks among the representative directors. At the extraordinary general meeting of shareholders held on 3 September 2024, Maruoka Tomoya (丸岡智也) was appointed representative director and CEO, and Sogano Tatsuya (曽我野達也) was appointed representative director and COO.」
As organizational measures based on the external investigation committee’s recommendations to prevent recurrence, the company established a multiple-representative-director structure comprising the CEOs and COO, reviewed the role of the CFO, and revised reporting and oversight lines. - FY2023First statedAnnual report
「In line with the external investigation committee’s recommendations on measures to prevent recurrence, the company formulated and implemented measures including the following, and is working to establish and operate appropriate internal controls: ① improving compliance awareness, ② strengthening internal checks through the distribution of authority, ③ strengthening the Board of Directors’ oversight function, and ④ strengthening the legal compliance and accounting functions and building a relationship of trust with the accounting auditor.」
Following the external investigation committee’s findings, the company announced plans to conduct compliance training and awareness surveys, appoint multiple directors responsible for business execution, distribute authority, strengthen external directors’ access to information, reinforce the independence of the legal and accounting divisions, and improve communication with the auditor.