Oversight and Audit Structure Including Outside Directors and Outside Corporate Auditors
First written in FY2016. 5 of 12 entries say "Advanced", first in FY2021. Latest entry: FY2026.
6 other companies' latest entry also says "Reframed".
- FY2026ReframedAnnual report
「The Company has proposed, as agenda items for approval at the Annual General Meeting of Shareholders scheduled for 26 June 2026, the election of 5 directors excluding directors who are Audit and Supervisory Committee members and the election of 1 director who is an Audit and Supervisory Committee member. If these proposals are approved, the Board of Directors will consist of 8 members: Chair of the Board and Representative Director, Fukushima Yutaka (福島 裕); Representative Director and President, Fukushima Go (福島 豪); Vice Chair of the Board, Fukushima Ryo (福島 亮); Outside Director, Niwa Tatsuya (丹羽 達也); Outside Director, Okita Mieko (沖田 美恵子); Director and Audit and Supervisory Committee Member, Horinouchi Kenji (堀之内 健士); Outside Director and Audit and Supervisory Committee Member, Hayashi Kinuko (林 絹子); and Outside Director and Audit and Supervisory Committee Member, Yoshitoshi Keiichi (吉年 慶一).」
Under the holding company structure, the Company has proposed changing the Board composition by newly appointing 2 outside directors and changing the number of Audit and Supervisory Committee members from 5 to 3. - FY2025ReframedAnnual report
「The Company transitioned to a holding company structure on 1 April 2025 in order to strengthen the Group structure and further enhance corporate value by optimising the allocation of management resources, including human resources and funds, to generate Group synergies; expanding its businesses and entering new fields through M&A; clarifying profitability and management responsibility in each business; and enhancing autonomy.」
In connection with the transition to a holding company structure, the governance framework was reorganised around Group management focused on the allocation of management resources, M&A, new fields and clarification of business responsibility. - FY2022AdvancedAnnual report
「The Board of Directors consists of 12 directors, including 5 Audit and Supervisory Committee members, 4 of whom are outside directors, and makes management decisions.」
The number of Audit and Supervisory Committee members changed from 4 to 5, and the Company is described as having a 12-member structure that includes 4 outside directors. - FY2022-Q3Changes in the composition of officers following the departure of an outside directorAnnual report
「Outside Director Tanaka Hiroko (田中 浩子) 14 September 2021 (Departure due to death)」
1 outside director departed due to death on 14 September 2021. Following the change, the officers comprised 11 men and 0 women. - FY2021AdvancedAnnual report
「The Board of Directors consists of 12 directors, including 1 outside director and 4 Audit and Supervisory Committee members, 3 of whom are outside directors, and makes management decisions.」
The Company operates the structure following its transition to a company with an Audit and Supervisory Committee, with 12 directors and 4 Audit and Supervisory Committee members, including 3 outside directors. - FY2020ReframedAnnual report
「Based on a resolution of the 69th Annual General Meeting of Shareholders held on 29 June 2020, the Company transitioned to a company with an Audit and Supervisory Committee. The Board of Directors consists of 11 directors, including 1 outside director and 3 Audit and Supervisory Committee members, all of whom are outside directors.」
The Company transitioned from a company with a Board of Corporate Auditors to a company with an Audit and Supervisory Committee and reorganised its structure to include the Audit and Supervisory Committee, Nomination Advisory Committee and Compensation Advisory Committee. - FY2018RestatedAnnual report
「The Board of Directors consists of 9 directors, including 2 outside directors, and makes management decisions. The Company has adopted its current structure because it considers that the appointment of 2 outside directors provides effective oversight of business execution, while management oversight by 3 outside corporate auditors is also functioning effectively.」
The Company continues to maintain an oversight and audit structure that includes 2 outside directors and 3 outside corporate auditors. - FY2017RestatedAnnual report
「The Board of Directors consists of 9 directors, including 2 outside directors, and makes management decisions. The Company has adopted its current structure because it considers that the appointment of 2 outside directors provides effective oversight of business execution, while management oversight by 3 outside corporate auditors is also functioning effectively.」
The Company continues to maintain an oversight and audit structure comprising 2 outside directors and 3 outside corporate auditors. The number of Board members changed from 8 to 9. - FY2016First statedAnnual report
「The Board of Directors consists of 8 directors, including 2 outside directors, and makes management decisions. The Company has adopted its current structure because it considers that the appointment of 2 outside directors provides effective oversight of business execution, while management oversight by 3 outside corporate auditors is also functioning effectively.」
The Company has adopted an oversight structure combining the Board of Directors, Management Committee, Board of Corporate Auditors and Audit Office.