Strengthening Governance by Separating Management from Oversight
First written in FY2016. 4 of 8 entries say "Advanced", first in FY2017. Latest entry: FY2026.
- FY2026Board structure to change from 7 directors to 8Annual report
「As of the filing date of the Annual Securities Report, the Company’s Board of Directors consists of 7 directors, including 4 outside directors. By having at least one-third of the directors be independent outside directors and having an independent outside director serve as Chair of the Board, the Company is strengthening its oversight function. The Company has also submitted, as an agenda item for approval at the Annual General Meeting of Shareholders scheduled for 23 June 2026, the election of 5 directors, excluding directors who are Audit and Supervisory Committee members. If the proposal is approved, the Company’s Board of Directors is expected to consist of 8 directors, including 4 outside directors.」
As of the filing date, there are 7 directors, including 4 outside directors. The Board is expected to have 8 directors if the proposal at the Annual General Meeting of Shareholders is approved. The structure with an independent outside director serving as Chair has been maintained. - FY2024Change in chair of the board of directorsAnnual report
「The Board of Directors consists of 8 directors, including 4 outside directors. At least one-third of the directors are independent outside directors, and the chair of the Board is an independent outside director, thereby strengthening the Board's supervisory function.」
While maintaining a structure of 8 directors, including 4 outside directors, with an independent outside director serving as Chair, Mariko Osato (大里 真理子) became Chair of the Board of Directors after the June 2024 Annual General Meeting of Shareholders. - FY2023Board structure with 8 directorsAnnual report
「The Board of Directors consists of 8 directors, including 4 outside directors. At least one-third of the directors are independent outside directors, and the chair of the Board is an independent outside director, thereby strengthening the Board's supervisory function.」
Under the company-with-an-Audit-and-Supervisory-Committee structure, the Board of Directors consists of 8 directors, including 4 outside directors. The structure with an independent outside director serving as Chair has also been maintained. - FY2022AdvancedAnnual report
「To strengthen the Board of Directors’ oversight function and accelerate management decision-making, the Company has adopted a company-with-an-Audit-and-Supervisory-Committee structure. …The Board of Directors consists of 10 directors, including 4 outside directors. By having at least one-third of the directors be independent outside directors and having an independent outside director serve as Chair of the Board, the Company is strengthening its oversight function.」
The Company changed from a company with a Board of Corporate Auditors to a company with an Audit and Supervisory Committee, establishing an oversight structure comprising 10 directors, including 4 outside directors, with an independent outside director serving as Chair. - FY2019AdvancedAnnual report
「The company is a company with an audit and supervisory board. To separate the board’s monitoring and supervision of management from the execution of operations by management and enable rapid decision-making by management, the company has strengthened its executive officer system, eliminated director positions with titles other than the chair of the board, and established a structure under which the president and executive officers with titles are selected from among the executive officers.」
The company continues to separate management from execution and has specified a monitoring structure that includes the executive officer committee, outside directors, and outside audit and supervisory board members, as well as the practice of appointing a non-executive director as chair of the board. - FY2018AdvancedAnnual report
「To separate the board’s monitoring and supervision of management from the execution of operations by management and enable rapid decision-making by management, the company has strengthened its executive officer system, eliminated director positions with titles other than the chair of the board, and established a structure under which the president and executive officers with titles are selected from among the executive officers. The board consists of 7 directors, including 2 outside directors, and holds regular meetings at least once a month.」
On the basis of separating management from execution, the company has strengthened its executive officer system and specified a structure with a board of 7 directors, including 2 outside directors, and meetings held at least once a month. It also describes the practice of appointing a non-executive director as chair of the board, further detailing the monitoring and supervision structure. - FY2017AdvancedAnnual report
「The company’s board of directors consists of 5 directors, including 2 outside directors, and is structured to enable rapid decision-making with a small number of members. To separate the board’s monitoring and supervision of management from the execution of operations by management and clarify responsibilities and authority, the company has introduced an executive officer system. To clarify responsibility for the execution of operations, it has eliminated director positions with titles other than the chair of the board and selects the president and executive officers with titles from among the executive officers.」
Regarding the separation of the board’s monitoring and supervision of management from the execution of operations, the company describes specific arrangements, including a board of 5 directors, 2 outside directors, an executive officer system, and the elimination of director positions with titles. - FY2016First statedAnnual report
「The company considers further strengthening corporate governance essential to increasing the group’s corporate value over the medium to long term. To this end, it will promote the separation of management from monitoring and supervision, support rapid and decisive decision-making by management, and develop a structure in which all employees work together to increase corporate value.」
The company has identified the separation of management from monitoring and supervision, support for rapid decision-making, and the development of an all-inclusive structure as specific measures.