Ensuring Oversight by Independent Outside Directors and Outside Corporate Auditors
First written in FY2016. 4 of 11 entries say "Advanced", first in FY2023. Latest entry: FY2026.
The whole theme swung hardest in 2023: 14 of 103 companies on the "Worse" side.
- FY2026Update to the composition of outside directorsAnnual report
「As of the date of submission of the Annual Securities Report (16 June 2026), 6 of the company’s 9 directors, a majority, are outside directors. Following the conclusion of the Annual General Meeting of Shareholders scheduled for 24 June 2026, 7 of the company’s 10 directors, a majority, are expected to be outside directors.」
The composition of outside directors will change from 6 of 9 directors as of the submission date to the planned 7 of 10 directors following the Annual General Meeting of Shareholders. The policy of having outside directors comprise a majority remains unchanged. - FY2025Update to the composition of outside directorsAnnual report
「Currently, 6 of the company’s 9 directors, a majority, are outside directors.」
The composition of the Board of Directors was updated, with 6 of 9 directors being outside directors as of 24 June 2025, and all 4 Audit Committee members being outside directors, according to the disclosure. - FY2024AdvancedAnnual report
「Currently, 8 of the company’s 11 directors, a majority, are outside directors. In addition, all 5 members of the Audit Committee are outside directors.」
Following the transition to a company with a Nominating Committee, etc., the company has disclosed a structure in which 8 of its 11 directors are outside directors and all 5 Audit Committee members are outside directors. - FY2023AdvancedAnnual report
「By transitioning to a company with a Nominating Committee, etc., the company has clearly separated the roles of execution and oversight and strengthened the oversight function of the Board of Directors by focusing its role on setting the group’s broad direction and overseeing and monitoring business execution. To strengthen oversight, the Board of Directors has been structured to suit the monitoring of management execution, including by having outside directors comprise a majority, and the company is delegating authority to executive officers to increase management flexibility.」
Following the transition to a company with a Nominating Committee, etc., the company describes in detail the operation of its oversight structure, including the separation of execution and oversight, a majority of outside directors and delegation of authority to executive officers. As of the end of March 2023, 7 of the 10 directors were outside directors. - FY2022ReframedAnnual report
「By transitioning to a company with a Nominating Committee, etc., the company has clearly separated the roles of execution and oversight and strengthened the oversight function of the Board of Directors by focusing its role on setting the group’s broad direction and overseeing and monitoring business execution. To strengthen oversight, the Board of Directors has been structured to suit the monitoring of management execution, including by having outside directors comprise a majority, and the company is delegating authority to executive officers to increase management flexibility.」
The former oversight structure involving outside directors and outside Audit & Supervisory Board members was restructured into a company with a Nominating Committee, etc., separating execution from oversight and having outside directors comprise a majority. - FY2020RestatedAnnual report
「Both outside directors have been appointed as independent officers and have voting rights at Board of Directors meetings, ensuring effective oversight of management. In addition, the Audit & Supervisory Board consists of 4 outside Audit & Supervisory Board members, all of them men, and the company has established a sufficient structure to maintain fairness and neutrality in audits without being biased toward the interests of management or specific stakeholders.」
The company continues its oversight and audit structure comprising 2 independent outside directors and 4 outside Audit & Supervisory Board members. - FY2019RestatedAnnual report
「Both outside directors have been appointed as independent officers and have voting rights at Board of Directors meetings, ensuring effective oversight of management. In addition, the Audit & Supervisory Board consists of 4 outside Audit & Supervisory Board members, all of them men, and the company has established a sufficient structure to maintain fairness and neutrality in audits without being biased toward the interests of management or specific stakeholders.」
The company continues its oversight and audit structure comprising 2 independent outside directors and 4 outside Audit & Supervisory Board members. - FY2018RestatedAnnual report
「Both outside directors have been appointed as independent officers and have voting rights at Board of Directors meetings, ensuring effective oversight of management. In addition, the Audit & Supervisory Board consists of 4 outside Audit & Supervisory Board members, all of them men, and the company has established a sufficient structure to maintain fairness and neutrality in audits without being biased toward the interests of management or specific stakeholders.」
The company continues its oversight and audit structure comprising 2 independent outside directors and 4 outside Audit & Supervisory Board members. - FY2016First statedAnnual report
「Both outside directors have been appointed as independent officers and have voting rights at Board of Directors meetings, ensuring effective oversight of management. In addition, the Audit & Supervisory Board consists of 4 outside Audit & Supervisory Board members, all of them men, and the company has established a sufficient structure to maintain fairness and neutrality in audits without being biased toward the interests of management or specific stakeholders.」
The company states that it ensures effective, fair and neutral management oversight through the voting rights of 2 independent outside directors and audits by 4 outside Audit & Supervisory Board members.