Strengthening Oversight Functions through the Transition to a Company with an Audit and Supervisory Committee
First written in FY2016. 3 of 7 entries say "Restated". Latest entry: FY2024.
- FY2024RestatedAnnual report
「Executive officers are responsible for business execution, while the Board of Directors makes management decisions and supervises business execution, thereby clarifying the Board's role. … By appointing 4 outside directors among the 5 directors who serve as audit and supervisory committee members, the company has established a structure in which 4 of the 7 directors, a majority, are outside directors, drawing on external perspectives to enhance the Board's transparency, independence, and management oversight function.」
The company reconfirms the division of roles between business execution by executive officers and oversight by the Board of Directors, as well as the structure in which 4 of the 7 directors are outside directors. - FY2023RestatedAnnual report
「Executive officers are responsible for business execution, while the Board of Directors makes management decisions and supervises business execution, thereby clarifying the Board's role. … By appointing 4 outside directors among the 5 directors who serve as audit and supervisory committee members, the company has established a structure in which 4 of the 7 directors, a majority, are outside directors, drawing on external perspectives to enhance the Board's transparency, independence, and management oversight function.」
The company reconfirms the division of roles between business execution by executive officers and oversight by the Board of Directors, as well as the structure in which 4 of the 7 directors are outside directors. - FY2022RestatedAnnual report
「Executive officers are responsible for business execution, while the Board of Directors makes management decisions and supervises business execution, thereby clarifying the Board's role. … By appointing 4 outside directors among the 5 directors who serve as audit and supervisory committee members, the company has established a structure in which 4 of the 7 directors, a majority, are outside directors, drawing on external perspectives to enhance the Board's transparency, independence, and management oversight function.」
The company reconfirms the division of roles between business execution by executive officers and oversight by the Board of Directors, as well as the structure in which 4 of the 7 directors are outside directors. - FY2021ReframedAnnual report
「Executive officers are responsible for business execution, while the Board of Directors makes management decisions and supervises business execution, thereby clarifying the Board's role. … By appointing 4 outside directors among the 5 directors who serve as audit and supervisory committee members, the company has established a structure in which 4 of the 7 directors, a majority, are outside directors, drawing on external perspectives to enhance the Board's transparency, independence, and management oversight function.」
The structure comprises 7 directors, 5 audit and supervisory committee members, and 4 outside directors, with the division of roles between business execution by executive officers and oversight by the Board of Directors continuing. - FY2018AdvancedAnnual report
「At the 106th Annual General Meeting of Shareholders held on 16 February 2019, the company established a structure with 2 directors, excluding directors who serve as audit and supervisory committee members, also serving as executive officers responsible for business execution, thereby further strengthening decision-making. It also established a structure in which 5 of the 8 directors, a majority, are outside directors, with 6 directors serving as audit and supervisory committee members, including 5 outside directors.」
The company changed from the previous structure of 7 directors to a structure comprising 2 directors also responsible for business execution, 6 audit and supervisory committee members, and 5 outside directors. - FY2017AdvancedAnnual report
「Following the 105th Annual General Meeting of Shareholders held on 17 February 2018, the company clarified the respective roles of the Board of Directors and executive officers, with executive officers responsible for business execution and the Board of Directors responsible for supervision. The number of directors was halved from 14, including directors who also handled business execution, to 7. Of the 7 directors, only the representative director and president also serves as an executive officer as CEO, while the remaining 6 are directors who serve as audit and supervisory committee members. Five of the 7 directors, or more than two-thirds, are outside directors. By drawing on external perspectives and further enhancing the Board of Directors' transparency, independence, and management oversight function, the company will further strengthen corporate governance.」
As the next stage following the change to a company with an audit and supervisory committee, the company has specified the division of roles between the Board of Directors and executive officers, the reduction of directors to 7, and a structure with 5 outside directors. - FY2016First statedAnnual report
「Pursuant to a resolution at the 103rd Annual General Meeting of Shareholders held on 20 February 2016, the company changed from a company with a board of corporate auditors to a company with an audit and supervisory committee at the conclusion of that meeting. Following the change to a company with an audit and supervisory committee, the company established an audit and supervisory committee in which a majority of the members are outside directors. By appointing multiple outside directors, the company can further strengthen the Board of Directors' management oversight function and enhance corporate governance.」
In February 2016, the company changed to a company with an audit and supervisory committee and adopted a structure with 4 outside directors among 6 audit and supervisory committee members.