Management Oversight Framework Involving Outside Directors and Independent Officers
First written in FY2018. 1 of 3 entries say "Reframed", first in FY2022. Latest entry: FY2022.
- FY2022ReframedAnnual report
「At the 17th Annual General Meeting of Shareholders held on 23 December 2022, a proposal to amend the Articles of Incorporation to transition to a company with an Audit and Supervisory Committee was approved, and the Company changed to a company with an Audit and Supervisory Committee on the same date.」
The institutional framework for oversight, including outside directors and independent officers, changed as a result of the transition to a company with an Audit and Supervisory Committee. - FY2021Update to the outside director and independent officer structureAnnual report
「To protect general shareholders, the Company has appointed Mamoru Yamamoto (山本 守), Naho Ebata (江幡 奈歩) and Makiko Takao (高尾 真紀子) as outside directors, and Teiichi Misawa (三澤 貞一) and Toru Nakayama (中山 徹) as outside corporate auditors. In addition, the Company has appointed Mamoru Yamamoto (山本 守), Naho Ebata (江幡 奈歩), Makiko Takao (高尾 真紀子), Teiichi Misawa (三澤 貞一) and Toru Nakayama (中山 徹) as independent officers, meaning outside directors or outside corporate auditors who are unlikely to have conflicts of interest with general shareholders.」
The Company discloses a structure under which a total of 5 people, comprising 3 outside directors and 2 outside corporate auditors, are appointed as independent officers. - FY2018First statedAnnual report
「To protect general shareholders, the Company has appointed Masaki Maki (眞木 正喜), Mamoru Yamamoto (山本 守), Etsuko Kakehi (筧 悦子) and Keiko Yokomizo (横溝 惠子) as outside directors, and Satoshi Maruyama (丸山 聡史) and Teiichi Misawa (三澤 貞一) as outside corporate auditors. In addition, the Company has appointed Masaki Maki (眞木 正喜), Mamoru Yamamoto (山本 守), Etsuko Kakehi (筧 悦子), Keiko Yokomizo (横溝 惠子) and Teiichi Misawa (三澤 貞一) as independent officers, meaning outside directors or outside corporate auditors who are unlikely to have conflicts of interest with general shareholders.」
The Company discloses its approach to protecting general shareholders through an organizational structure including 4 outside directors and 2 outside corporate auditors, as well as the appointment of 5 independent officers.