Agile Governance through the Executive Officer System, Assigned Responsibilities and Outside Directors
First written in FY2016. 4 of 11 entries say "Advanced", first in FY2022. Latest entry: FY2026.
The whole theme swung hardest in 2023: 9 of 51 companies on the "Worse" side.
7 other companies' latest entry also says "Reframed".
- FY2026ReframedAnnual report
「The Company has submitted, as agenda items for approval at the Annual General Meeting of Shareholders scheduled for 25 June 2026, the election of 6 directors excluding directors who are Audit & Supervisory Committee members and the election of 3 directors who are Audit & Supervisory Committee members. If these proposals are approved, the Board will consist of 9 directors: 6 directors excluding Audit & Supervisory Committee members, including 2 outside directors, and 3 Audit & Supervisory Committee members, including 2 outside directors, for a total of 4 outside directors.」
The proposed Board composition changes from the current structure of 11 directors, including 5 outside directors, to 9 directors, including 4 outside directors, following shareholder approval. The Company is expected to maintain 3 female directors. - FY2026-H1AchievedAnnual report
「At the 64th Annual General Meeting of Shareholders held in June, 2 new female directors were elected, bringing the total number of female directors to 3, or 27% of all directors.」
The filing states that 2 new female directors were elected as planned in the previous filing, bringing the total to 3. - FY2025AdvancedAnnual report
「The Company has submitted, as agenda items for approval at the Annual General Meeting of Shareholders scheduled for 26 June 2025, the election of 8 directors, excluding directors who are Audit & Supervisory Committee members, and the election of 1 director who is an Audit & Supervisory Committee member. If these proposals are approved, the Company will have 3 female directors.」
If the proposal to elect the director candidates is approved, the Company is expected to have 3 female directors. - FY2023RestatedAnnual report
「Currently, 5 outside directors, including 2 outside directors who are Audit & Supervisory Committee members, independently perform supervisory functions over management based on broad perspectives and extensive experience, together with professional expertise as attorneys, corporate managers, certified public accountants and others.」
The operation of a supervisory structure consisting of a company with an Audit & Supervisory Committee, an executive officer system, assigned responsibilities and 5 outside directors has been reconfirmed. - FY2022AdvancedAnnual report
「Currently, 5 outside directors, including 2 outside directors who are Audit & Supervisory Committee members, independently perform supervisory functions over management based on broad perspectives and extensive experience, together with professional expertise as attorneys, corporate managers, certified public accountants and others.」
The governance structure following the transition to a company with an Audit & Supervisory Committee is in operation, with 5 outside directors. - FY2021ReframedAnnual report
「Based on an amendment to the Articles of Incorporation approved at the 59th Annual General Meeting of Shareholders held on 25 June 2020, providing for the transition to a company with an Audit & Supervisory Committee, the Company changed from a company with a Board of Corporate Auditors to a company with an Audit & Supervisory Committee as of that date. At a Board of Directors meeting held on 25 June 2020, the Company established a Nomination and Compensation Committee, with a majority of its members being independent outside directors, as a voluntary advisory body to the Board of Directors.」
In addition to the existing executive officer system, one-year terms for directors, assigned responsibilities and governance by outside officers, the Company changed to a company with an Audit & Supervisory Committee and established a Nomination and Compensation Committee. - FY2019RestatedAnnual report
「The Company has appointed 4 independent outside officers (2 outside directors and 2 outside Audit & Supervisory Board members), and independent outside officers account for at least one-third of the 11 attendees at Board of Directors meetings. The Company has also adopted an executive officer system, one-year terms for directors, and assigned responsibilities for directors and executive officers.」
A governance structure involving outside officers, an executive officer system, one-year terms for directors and assigned responsibilities has been reconfirmed, and it has been expressly stated that outside officers account for at least one-third of attendees at Board of Directors meetings. - FY2017RestatedAnnual report
「We have adopted an executive officer system, one-year terms for directors, and an assigned-responsibility system for directors and executive officers, and have had 2 highly independent outside directors and 2 outside corporate auditors elected at the General Meeting of Shareholders.」
The executive officer system, one-year terms for directors, assigned responsibilities and a governance structure involving outside officers have been reconfirmed. - FY2016First statedAnnual report
「We have adopted an executive officer system, one-year terms for directors, and an assigned-responsibility system for directors and executive officers, and have had 2 highly independent outside directors and 2 outside corporate auditors elected at the General Meeting of Shareholders.」
The Company uses the separation of decision-making from business execution, shorter terms of office, assigned responsibilities, and outside officers as governance mechanisms.