Transition to a Company with an Audit and Supervisory Committee and Use of Outside Directors
First written in FY2017. 9 of 13 entries say "Advanced", first in FY2019. Latest entry: FY2026.
- FY2026AdvancedAnnual report
「Effective 1 April 2026, the company changed the Audit Department, its internal audit function, from being under the authority of the Representative Director, President and CEO to being under the authority of the Audit and Supervisory Committee. The change is intended to enhance the independence of the internal audit function and the effectiveness of the Audit and Supervisory Committee.」
The strengthening of the oversight function at the company with an audit and supervisory committee was implemented as a specific measure to enhance independence, with the Audit Department changed from being directly under the President to being directly under the Audit and Supervisory Committee. - FY2025ReframedAnnual report
「Under the new management structure, the Board of Directors will comprise 6 directors who are not audit and supervisory committee members, including 3 outside directors, and 4 directors who are audit and supervisory committee members, including 3 outside directors. The 6 outside directors, who will constitute a majority of the Board, are all independent of the company's management.」
From 27 June 2025, the oversight structure of the company with an audit and supervisory committee is scheduled to be reorganized into a 10-member Board of Directors with 6 outside directors, giving outside directors a majority. - FY2024AdvancedAnnual report
「As of 31 March 2024, the total number of directors was 9. The Board of Directors comprises 4 directors who are not audit and supervisory committee members, including 1 director who does not engage in business execution, and 5 directors who are audit and supervisory committee members, including 4 outside directors.」
The oversight structure of the company with an audit and supervisory committee was updated to comprise 6 of 9 directors who do not engage in business execution and 4 outside directors. Since April 2024, the full-time audit and supervisory committee member has served as chair of the Board of Directors. - FY2023RestatedAnnual report
「The Board of Directors comprises 5 directors who are not audit and supervisory committee members, including 1 director who does not engage in business execution, and 6 directors who are audit and supervisory committee members, including 5 outside directors.」
Based on the company-with-an-audit-and-supervisory-committee structure, 7 of the 11 directors do not engage in business execution, and the oversight structure with 5 outside directors has continued. - FY2022AdvancedAnnual report
「Under the new management structure to be proposed at this year's ordinary general meeting of shareholders, the 11-member Board of Directors will comprise 4 executive directors and 7 directors who do not engage in business execution and oversee management, consisting of 1 non-executive chair of the Board and 6 directors who are audit and supervisory committee members.」
The structure following the transition to a company with an audit and supervisory committee, with outside directors accounting for 50%, will take concrete form as a new structure in which a non-executive chair of the Board presides and 7 of the 11 directors are responsible for oversight. - FY2021AdvancedAnnual report
「As of 31 March 2021, more than half of the internal directors will have resigned, resulting in a structure of 10 directors, including 5 outside directors, all of whom are audit and supervisory committee members, and 5 internal directors. The proportion of outside directors on the Board of Directors will be raised to 50% to strengthen the Board's oversight of the executive side of the business.」
The strengthened governance structure following the transition to a company with an audit and supervisory committee took concrete form with outside directors accounting for 50% of the Board and 5 outside directors. - FY2020AdvancedAnnual report
「Recognizing that it remains in the process of strengthening corporate governance to achieve the objectives of the changes to its institutional design, the company will strengthen the Board of Directors' oversight functions and enhance the operation of its internal control systems to enable more sophisticated risk management in the course of business execution.」
Based on the structure following the transition to a company with an audit and supervisory committee, the company is strengthening oversight by the Board of Directors, internal controls and risk management in response to quality issues and business challenges. - FY2019AdvancedAnnual report
「Recognizing that it remains in the process of strengthening corporate governance to achieve the objectives of the changes to its institutional design, the company will strengthen the Board of Directors' oversight functions and enhance the operation of its internal control systems to enable more sophisticated risk management in the course of business execution.」
Following the transition to a company with an audit and supervisory committee, the company stated its policy of continuing to strengthen oversight functions and internal controls in light of quality issues and challenges in its Eastern European automotive electrical-equipment and overseas EPC businesses. An increase in the number of outside directors was also approved at the June 2019 general meeting of shareholders. - FY2018RestatedAnnual report
「Upon approval at the ordinary general meeting of shareholders held on 29 June 2017, the company changed from a company with a board of corporate auditors to a company with an audit and supervisory committee.」
Following the transition to a company with an audit and supervisory committee, the structure of 4 outside directors among the 5 audit and supervisory committee members has continued. - FY2017First statedAnnual report
「Upon approval at the ordinary general meeting of shareholders held on 29 June 2017, the company changed from a company with a board of corporate auditors to a company with an audit and supervisory committee.」
The transition to a company with an audit and supervisory committee was explicitly identified as a new governance measure. Of the 5 audit and supervisory committee members, 4 are outside directors, and nomination and compensation advisory committees have also been established.