For our organizational structure, we have selected a company with a Audit and Supervisory Committee.
Our corporate governance structure is as follows.
Board of Directors
The Board of Directors consists of three directors (one of whom is an outside director) and three audit committee members (three of whom are outside directors). As a management decision-making body, the Board of Directors makes decisions on important matters in accordance with the Board of Directors Regulations and supervises the execution of business by the directors. The Board of Directors meets regularly once a month, and extraordinary meetings are held as necessary.
Nomination and Compensation Committee (voluntary committee)
The Company has established the Nomination and Compensation Committee as a voluntary committee for the purpose of ensuring objectivity and transparency in the nomination and compensation of directors. The Nomination and Compensation Committee consists of four directors (three outside directors) and is chaired by the Chairman of the Board. The committee is mainly responsible for appointing directors and formulating their remuneration. Proposals for the appointment and remuneration of directors are resolved by the Board of Directors after consultation with the Nomination and Compensation Committee.
Audit and Supervisory Committee
The Audit Committee of the Company consists of three outside directors and conducts audits based on the audit plan resolved by the Audit Committee. The Audit Committee meets regularly once a month, and extraordinary meetings of the Audit Committee are held as necessary. In addition to attending meetings of the Board of Directors and other important meetings, Audit and Supervisory Committee member audit the execution of duties by directors by requesting reports on operations from directors and by visiting all departments to investigate the status of operations and assets. In addition, the Company holds regular information-sharing meetings with the accounting auditor and the internal audit staff of the Internal Audit Office to share information on the status of each audit and to promote cooperation.
Risk and Compliance Committee
The Company has established a Risk Compliance Committee in accordance with the Compliance Regulations and Risk Management Regulations. The Risk Compliance Committee is chaired by the Chairman of the Board and consists of executive directors, including the Representative Director, members of the Audit Committee, executive officers, department managers, general managers, members of the Corporate Management Department, and other members requested to participate by the Risk Compliance Committee as deemed necessary. The committee is responsible for the overall compliance of the Company, and is also responsible for the company-wide promotion of the Company’s risk management and the sharing of information necessary for risk management. The Risk and Compliance Committee meets semiannually and as needed.
Corporate Governance Report
We have established a sustainability team primarily consisting of around five officers who discuss our policies on an irregular basis. Recently, the team spent several months preparing an ESG Materiality Map which we published in our financial results for April 2022.
Protection of Customer Information
We facilitate compliance-related educational opportunities for officers and employees. In the fiscal year ended August 2021, we held three training sessions on the themes of information security, insider trading and abuse of power. In the fiscal year ended August 2022, we held one training session on the theme of information security.
We actively communicate with our stakeholders. Recognizing the geography of our major stakeholders, our corporate site, financial results, financial results presentation materials and other disclosures disseminate information in both Japanese and English. For communication with shareholders and investors specifically, we have implemented a variety of initiatives, including holding online IR seminars for individual investors, participating in one-on-one meetings with institutional investors and conferences sponsored by securities companies, and having our CEO and CFO attend one-on-one meetings and conferences overseas. In order to remain accountable to our institutional investors inside and outside of Japan, we make ESG-related disclosures and are strengthening our governance. We also work to reflect the feedback we receive in our business.