Separation of Execution and Oversight and Enhanced Management Transparency
First written in FY2016. 10 of 15 entries say "Advanced", first in FY2019. Latest entry: FY2026.
The whole theme swung hardest in 2021: 3 of 37 companies on the "Worse" side.
21 other companies' latest entry also says "Advanced".
- FY2026AdvancedAnnual report
「In light of the significant impact on minority shareholders of the fundamental measures announced on 24 March 2026 to achieve sustainable growth through a recapitalisation supported by an Apollo fund, the Company established a special committee to consider the proposal for this transaction, in order to ensure fairness, transparency and objectivity in its decision-making process. The Board of Directors sought the special committee's advice on whether to approve the transaction, obtained its written recommendation, and approved the transaction.」
Implemented governance procedures for the recapitalisation and going-private transaction supported by Apollo, including establishing a special committee, obtaining its recommendation, and securing Board of Directors approval. - FY2025AdvancedAnnual report
「Based on the Board of Directors Charter, the Board of Directors monitored the status of execution initiatives and held focused discussions at every Board meeting on issues it had identified as key management issues for the fiscal year ended March 2025, including cash generation and strengthening the organisation and human resources.」
Based on the Board of Directors Charter formulated in the previous fiscal year, the Company progressed to continuously overseeing cash generation and strengthening the organisation and human resources as key management issues. - FY2024AdvancedAnnual report
「To enable each director to exercise oversight based on a common understanding, the Group formulated a Board of Directors Charter setting out the basic attitudes, expectations and other matters required of the Board in light of the Group's current circumstances, and adopted it at the Board meeting in May 2024.」
Formulated and adopted the Board of Directors Charter, specifying enhanced oversight focused on monitoring key issues. 5 of the 6 directors are independent outside directors. - FY2024-Q3Changes to the officer structure due to a director's departureAnnual report
「Director Kuroi Yoshihiro (黒井 義博) 26 December 2023」
1 director departed on 26 December 2023. The Company disclosed 17 male and 3 female officers, with women accounting for 15.0%. - FY2023AdvancedAnnual report
「The Board of Directors consists of 7 directors, 6 of whom are outside directors. It determines basic management policies and basic policies for the internal control system, allocates the duties of executive officers and makes other important management decisions, and oversees the execution of duties by executive officers and others. The chair of the Board of Directors is the independent outside director Ishino Hiroshi (石野 博).」
Disclosed a structure with 7 directors, including 6 outside directors, and updates including the change of president and CEO in April 2023 and the appointment of a female outside director in June 2023. - FY2022AdvancedAnnual report
「The Board of Directors consists of 8 directors, 5 of whom are outside directors. It determines basic management policies and basic policies for the internal control system, allocates the duties of executive officers and makes other important management decisions, and oversees the execution of duties by executive officers and others. The chair of the Board of Directors is the independent outside director Ishino Hiroshi (石野 博).」
Disclosed a structure with 8 directors, including 5 outside directors, and an independent outside director as chair. - FY2021AdvancedAnnual report
「The Board of Directors consists of 6 directors, 5 of whom are outside directors. It determines basic management policies and basic policies for the internal control system, allocates the duties of executive officers and makes other important management decisions, and oversees the execution of duties by executive officers and others. The chair of the Board of Directors is the independent outside director Kimoto Yasuyuki (木本 泰行).」
Disclosed a structure with 6 directors, including 5 outside directors, and an independent outside director as chair. - FY2021-Q3Changes to the chair of the Board of Directors and committee structureAnnual report
「Chair of the Board of Directors Chair of the Nomination Committee Member of the Audit Committee Member of the Compensation Committee Kimoto Yasuyuki (木本 泰行)」
Following the change in positions dated 16 July 2020, the chair of the Board of Directors and the chair of the Nomination Committee changed to Kimoto Yasuyuki (木本 泰行). The changes in directors and executive officers and the changes in committee positions were disclosed. - FY2021-Q1AdvancedAnnual report
「Ishino Hiroshi (石野 博), Minagawa Kunihito (皆川 邦仁), and Kuroi Yoshihiro (黒井 義博) are outside directors.」
3 outside directors took office on 16 July 2020, updating the Board of Directors' oversight structure. - FY2020AdvancedAnnual report
「The Board of Directors consists of 8 directors, 5 of whom are outside directors. It determines basic management policies and basic policies for the internal control system, allocates the duties of executive officers and makes other important management decisions, and oversees the execution of duties by executive officers and others.」
Disclosed an oversight structure with 5 outside directors out of 8 under the Company with Three Committees system, and presented a proposal to have 6 outside directors out of 9 after the annual shareholders' meeting. - FY2019AdvancedAnnual report
「The Board of Directors consists of 9 directors, 6 of whom are outside directors. It determines basic management policies and basic policies for the internal control system, allocates the duties of executive officers and makes other important management decisions, and oversees the execution of duties by executive officers and others.」
Established guidelines based on the Corporate Governance Code and disclosed a structure comprising 6 outside directors out of 9 directors, the three committees, and separation of execution and oversight. - FY2017RestatedAnnual report
「At the shareholders' meeting held in June of this year, 5 outside directors were elected. Under the Company with Three Committees system, the Company is working to promote the separation of execution and oversight, enhance management transparency, improve the level of corporate governance, and thereby enhance shareholder value.」
Continued separating execution and oversight and enhancing transparency under the Company with Three Committees system, including 5 outside directors. - FY2016First statedAnnual report
「Under the Company with Three Committees system, the Company is working to promote the separation of execution and oversight, enhance management transparency, improve the level of corporate governance, and thereby enhance shareholder value.」
Adopted a policy of oversight and enhanced transparency through the Company with Three Committees system, independent outside directors, and the three committees.