At the 139th Ordinary General Meeting of Shareholders held on June 29, 2016, the Company passed a resolution to shift to become a “Company with Audit Committee” established by the “Act for Partial Revision of the Companies Act” (Act No. 90 of 2014).
The purpose of this change is to further strengthen the supervisory function of the Board of Directors and to further enhance corporate governance by granting voting rights at meetings of the Board of Directors to those who are responsible for auditing, as well as to increase the fairness and transparency of management.
As a result of this transition, the Company have seven Directors (excluding Directors who are Audit Committee members) (including two Unaffiliated Director) and four Directors (Audit Committee members) (including three Unaffiliated Directors), ensuring the independence of each Director to express their opinions based on their individual judgment.
In order to ensure objectivity and transparency, the Company has established a voluntary Nomination and Remuneration Advisory Committee consisting of two Internal Directors and three Unaffiliated Directors as a mechanism to obtain appropriate advice in response to the Board of Directors’ inquiries regarding the nomination and remuneration of directors. The Company ensures objectivity and transparency.
In addition, the Board of Executive Officers has been established as an advisory body to the Representative Directors. The Board of Directors meets regularly once a month as the highest decision-making body for the Company’s management, and also meets as necessary to make decisions on matters stipulated by laws, regulations and other important management matters, and to supervise the status of business execution.
In addition, the Company introduced the Executive Officer System in July 2011, with the aim of clarifying the responsibilities and roles of business execution and strengthening the business execution function.
In order to ensure the appropriateness of the operations of the Company’s subsidiaries, the Company dispatches officers to each subsidiary. In addition, the Company holds group general meetings on a regular basis to share issues and strengthen cooperation within the entire Group in order to improve profitability.
In addition, when legal decisions are necessary for the entire company, we check with our legal council to ensure that legal control is exercised over management. The Company’s management monitoring and internal control systems are as follows.