Corporate Governance Structure Incorporating an Executive Officer System and Outside Officers
First written in FY2017. 3 of 13 entries say "Reframed", first in FY2018. Latest entry: 2026-07-02.
NIKKON Holdings moved to the "Worse" side of this theme in 2018, 8 years before the typical company in this theme (2026).
25 other companies' latest entry also says "Restated".
- FY2026Board composition updated to a majority of outside directorsAnnual report
「The Board of Directors is chaired by Representative Director and President Kuroiwa Masakatsu (黒岩正勝). The other members are the 11 directors Ooka Seiji (大岡誠司), Matsuda Yasunori (枩田泰典), Motohashi Hidehiro (本橋秀浩), Koma Aiko (高麗愛子), Ozeki Ryutaro (尾関竜太郎), Kanda Issei (神田一成), Clark Graninger, Okuda Tetsuya (奥田哲也), Kawasaki Hideki (川﨑秀樹) and Takeda Kanako (武田佳奈子). Of these, 6—Koma Aiko (高麗愛子), Ozeki Ryutaro (尾関竜太郎), Kanda Issei (神田一成), Clark Graninger, Okuda Tetsuya (奥田哲也) and Takeda Kanako (武田佳奈子)—are outside directors.」
The company disclosed a Board comprising 11 directors, including 6 outside directors, meaning that outside directors formed a majority. The Board met 15 times during the fiscal year. - FY2024Update on Board composition and advisory bodiesAnnual report
「The Board of Directors is chaired by Representative Director and President Kuroiwa Masakatsu (黒岩正勝). The other members are the 10 directors Ooka Seiji (大岡誠司), Matsuda Yasunori (枩田泰典), Motohashi Hidehiro (本橋秀浩), Yamada Kiōi (山田起王威), Koma Aiko (高麗愛子), Ozeki Ryutaro (尾関竜太郎), Okuda Tetsuya (奥田哲也), Kawasaki Hideki (川崎秀樹) and Takeda Kanako (武田佳奈子). Of these, 4—Koma Aiko (高麗愛子), Ozeki Ryutaro (尾関竜太郎), Okuda Tetsuya (奥田哲也) and Takeda Kanako (武田佳奈子)—are outside directors. The Board met 14 times in total during the fiscal year.」
The company maintained a Board comprising 10 directors, including 4 outside directors, while updating its membership, including Audit & Supervisory Committee members. The Board met 14 times, while the Nomination Committee and Compensation Committee each met once. - FY2023Update on Board composition and activities disclosureAnnual report
「The Board of Directors is chaired by Representative Director and President Kuroiwa Masakatsu (黒岩正勝). The other members are the 10 directors Ooka Seiji (大岡誠司), Matsuda Yasunori (枩田泰典), Motohashi Hidehiro (本橋秀浩), Yamada Kiōi (山田起王威), Koma Aiko (高麗愛子), Ozeki Ryutaro (尾関竜太郎), Miyata Hideki (宮田英樹), Sakairi Hiroshi (坂入宏) and Okuda Tetsuya (奥田哲也). Of these, 4—Koma Aiko (高麗愛子), Ozeki Ryutaro (尾関竜太郎), Miyata Hideki (宮田英樹) and Okuda Tetsuya (奥田哲也)—are outside directors. The Board met 14 times in total during the fiscal year.」
While continuing the framework of a company with an Audit & Supervisory Committee, a 10-member Board of Directors, 4 outside directors and an executive officer system, the company updated the Board's membership. The Board met 14 times during the fiscal year. - FY2021Board composition updatedAnnual report
「The Board of Directors is chaired by Representative Director and President Kuroiwa Masakatsu (黒岩正勝). The other members are the 10 directors Ooka Seiji (大岡誠司), Matsuda Yasunori (枩田泰典), Motohashi Hidehiro (本橋秀浩), Yamada Kiōi (山田起王威), Kobayashi Katsunori (小林克典), Koma Aiko (高麗愛子), Kaneko Kazutaka (金子和孝), Miyata Hideki (宮田英樹) and Ajioka Yoshiyuki (味岡良行). Of these, 4—Kobayashi Katsunori (小林克典), Koma Aiko (高麗愛子), Miyata Hideki (宮田英樹) and Ajioka Yoshiyuki (味岡良行)—are outside directors.」
The company continued to operate as a company with an Audit & Supervisory Committee and maintain its executive officer system, with a Board of Directors comprising 10 members, including 4 outside directors. - FY2019ReframedAnnual report
「The Company transitioned to a company with an Audit and Supervisory Committee by resolution of the ordinary general meeting of shareholders held on 28 June 2018, with the aim of further strengthening the supervisory function of the Board of Directors, expediting decision-making, further enhancing compliance with the Corporate Governance Code and improving corporate value. The Board of Directors is chaired by Representative Director and President Kuroiwa Masakatsu (黒岩 正勝). Its other members are Directors Nagaoka Toshimi (長岡 敏巳), Kuroiwa Keita (黒岩 慶太), Sano Yasuyuki (佐野 恭行), Matsuda Yasunori (枩田 泰典), Ooka Seiji (大岡 誠司), Suzuki Takashi (鈴木 隆), Kobayashi Katsunori (小林 克典), Kaneko Kazutaka (金子 和孝), Miyata Hideki (宮田 英樹) and Ajioka Yoshiyuki (味岡 良行), making a total of 11 directors. Of these, Suzuki Takashi (鈴木 隆), Kobayashi Katsunori (小林 克典), Miyata Hideki (宮田 英樹) and Ajioka Yoshiyuki (味岡 良行) are outside directors.」
The full-year structure after the transition to a company with an Audit and Supervisory Committee was described, consisting of 11 directors, including 4 outside directors, and an Audit and Supervisory Committee of 3 members, including 2 outside directors. The executive officer system and the separation of decision-making from execution through monthly Board of Directors, management strategy and executive officers' meetings also continued. - FY2018ReframedAnnual report
「To further strengthen the supervisory function of the Board of Directors, expedite decision-making, further enhance compliance with the Corporate Governance Code and improve corporate value, the Company transitioned to a company with an Audit and Supervisory Committee by resolution of the ordinary general meeting of shareholders held on 28 June 2018. The Board of Directors consists of 12 directors, including 4 outside directors, and holds a regular Board meeting once a month to approve important matters, a management strategy meeting once a month to expedite decision-making on important matters, and an executive officers' meeting once a month for reporting and information exchange.」
The Company changed from a company with a Board of Corporate Auditors to a company with an Audit and Supervisory Committee, with 12 directors, including 4 outside directors, and 3 Audit and Supervisory Committee members. - FY2017First statedAnnual report
「The Company's management oversight structure consists of a Board of Directors, a Board of Corporate Auditors and an accounting auditor. It has also established corporate governance through the introduction of an executive officer system and an internal audit department. The Board of Directors consists of 9 directors, including 2 outside directors, with one-year terms. It holds a regular Board meeting once a month to approve important matters, a management strategy meeting once a month to expedite decision-making on important matters, and an executive officers' meeting once a month for reporting and information exchange. This structure strengthens oversight, enhances deliberation and reporting, and enables agile decision-making.」
The Company has established its oversight and decision-making functions through a combination of the Board of Directors, Board of Corporate Auditors, accounting auditor, executive officer system and internal audit department, with 9 directors including 2 outside directors and monthly meetings.