Company
About Us
企業情報
Reasons for Appointment of Outside Directors and Audit & Supervisory Board Members
Directors
| Maximum Number of Directors Stipulated in Articles of Incorporation | 7 |
|---|---|
| Term of Office Stipulated in Articles of Incorporation | 2 years |
| Chairperson of the Board | President |
| Number of Directors | 4 |
| Appointment of Outside Directors | Appointed |
| Number of Outside Directors | 2 |
| Number of Independent Directors Designated from among Outside Directors | 2 |
Reasons for appointment of Outside Director
| Name | Reason for Appointment |
|---|---|
| Masashi Nitta | Mr. Masashi Nitta has been involved in the planning and management of one of Japan’s leading cultural and artistic sectors for many years. Based on his extensive experience and achievements, he has provided appropriate opinions from an objective standpoint independent of the Company’s management. Accordingly, the Company nominates him as a candidate for Outside Director because it has expected that he will continue to contribute to the sustained growth and the medium- to long-term enhancement of the corporate value of the Company. Mr. Masashi Nitta is not an executive or an officer of a specified associated service provider of the Company and he has not been such in the past ten years. |
| Mamoru Inoue | Mr. Mamoru Inoue has broad insight and abundant experience as a corporate manager in the housing-related field, and as an Outside Director of the Company, he has been appropriately fulfilling his role in the supervision of business execution, etc. Accordingly, the Company nominates him as a candidate for Outside Director because it has expected that he will continue to contribute to the sustained growth and the medium- to long-term enhancement of the corporate value of the Company. Mr. Mamoru Inoue is not an executive or an officer of a specified associated service provider of the Company and he has not been such in the past ten years. |
Audit & Supervisory Board Members
Audit & Supervisory Board Members, Accounting Auditors, and Internal Audit Office take part in the three-pillar audits and cooperate with each other closely in the performance of operations in efforts to improve the efficiency and quality of audits.
The Audit & Supervisory Board of the Company consists of one Full-time Audit & Supervisory Board Member and 2 Independent Outside Audit & Supervisory Board Members. The Board meets about once a month to determine important matters, such as audit policy and plans, and hold discussions, make reports, and share information. The Articles of Incorporation stipulate that the number of Audit & Supervisory Board Members shall be no more than three.
Audits undertaken by the Audit & Supervisory Board are conducted under the leadership of the Full-time Audit & Supervisory Board Member with active involvement of the two Independent Outside Audit & Supervisory Board Members based on division of duties. The three Audit & Supervisory Board Members attend meetings of the Board of Directors and other important meetings, express opinions as necessary, and receive reports on business execution from the Directors, etc. The Full-time Audit & Supervisory Board Member inspects important documents, among other operations, and shares information with the two Independent Outside Audit & Supervisory Board Members. The Audit & Supervisory Board has a system to ensure constant supervision of the execution of duties by the Directors. In addition, the three Audit & Supervisory Board Members have expertise in their respective areas of strength and conduct effective audits based on appropriate division of duties.
The Company has executed an audit contract with Ernst & Young ShinNihon LLC (the “Accounting Audit Firm”). The Company undergoes periodic audits of its financial statements, etc. carried out by the Accounting Audit Firm and accepts inspection of the status of the establishment and operation of systems and procedures for internal control and systems relating to accounting records, including accounting systems, to an extent deemed necessary for auditing purposes. It receives feedback on results of such audits and inspection. The three Audit & Supervisory Board Members receive feedback quarterly on audits and inspection from the Accounting Audit Firm and periodically exchange opinions with the firm.
The Company has established internal audit systems for the improvement of internal control systems, the rationalization of management and the safeguarding of assets. Internal Audit Office takes charge of internal audit operations. It develops audit plans according to the internal audit rules and conducts internal audits in accordance with plans approved by the President. The internal audits cover all the departments of the Company, including its subsidiaries, and contribute to ensuring the appropriateness and efficiency of the business activities of the Group.
The Full-time Audit & Supervisory Board Member and personnel in charge of internal audits carry out interviews before conducting audits and cooperate with each other to ensure efficient and effective audits. Moreover, the three Audit & Supervisory Board Members and personnel in charge of internal audits cooperate with Accounting Auditors, to ensure the efficiency and rationalization of audit operations and strengthen audit functions. Internal audit results are mutually and appropriately reported based on a cooperative relationship developed among the interested parties.
| Establishment of Audit & Supervisory Board | Established |
|---|---|
| Maximum number of Audit & Supervisory Board Members stipulated in the Articles of Incorporation | 3 |
| Number of Audit & Supervisory Board Members | 3 |
| Appointment of Outside Audit & Supervisory Board Members | Appointed |
| Number of Outside Audit & Supervisory Board Members | 2 |
| Number of Independent Audit & Supervisory Board Members among Outside Audit & Supervisory Board Members | 2 |
Reasons for appointment of Outside Audit & Supervisory Board Members
| Name | Reason for Appointment |
|---|---|
| Yoshihiro Okada | Mr. Yoshihiro Okada has expert knowledge, a wealth of experience and a deep insight in finance and accounting as a certified tax accountant. The Company elected him as a candidate for Outside Audit & Supervisory Board Member as it has judged that he would continue to provide useful advice and suggestions for the strengthening of its audit systems based on his knowledge and experience. Although Mr. Okada has never been directly involved in corporate management, other than as Outside Audit & Supervisory Board Member, the Company has judged that he would appropriately perform duties as Outside Audit & Supervisory Board Member for the above reasons. |
| Junji Tomita | Mr. Junji Tomita has expert knowledge, a wealth of experience and a deep insight in corporate legal affairs and compliance as an attorney. The Company elected him as a candidate for Outside Audit & Supervisory Board Member as it has judged that he would continue to provide useful advice and suggestions for the strengthening of its audit systems based on his knowledge and experience. Although Mr. Tomita has never been directly involved in corporate management, other than as Outside Audit & Supervisory Board Member, the Company has judged that he would appropriately perform duties as Outside Audit & Supervisory Board Member for the above reasons. |
Independent Directors/Audit & Supervisory Board Members
| Number of Independent Directors/Audit & Supervisory Board Members | 4 |
|---|
The Company has designated all Outside Directors and Audit & Supervisory Board Members who fulfill the requirements for Independent Directors/Audit & Supervisory Board Members, as Independent Directors/Audit & Supervisory Board Members.
The Company has established “Criteria for Independence of Outside Directors/Audit & Supervisory Board Members” as described below.
As a policy regarding the independence of outside directors and outside audit & supervisory board members, the Company selects independent officers from among people who meet the requirements for outside directors or outside audit & supervisory board members prescribed in the Companies Act and who do not meet any of the following criteria regarding independence:
- Person who executes the business*1 of the Company, its subsidiaries, etc. (hereinafter, the “Group”)
- A major shareholder*2 (or its person performing an executive role) of the Company
- Entity of which the Group is a major shareholder or person who executes the business of the said entity
- Person or entity a major business partner of whom is the Group*3 or person who executes the business of the said person or entity
- Person or entity that is a major business partner of the Group*4 or person who executes the business of the said person or entity
- A major lender*5 (or its person performing an executive role) for the Group
- Person who receives donations from the Group in an amount exceeding a certain amount*6
- Person who belongs to an audit corporation which is an accounting auditor for the Group
- Person who belongs to a law firm, audit corporation, tax accountant corporation, or consulting firm, etc. association or other group that receives a large amount of money or other property benefits from the Group
- Consultant, certified public accountant, or legal specialist, etc. who receives a large amount of money or other property benefits from the Group in addition to officer compensation*7
- In a case where a person who executes the business of the Group concurrently serves as an outside officer of another company, another person who executes the business of that company
- Person who fell under any of Items 2 to 11 above in the past three years
- The spouse or relative within the second degree of kinship of the persons meeting any of Items 1 to 12 above
- *1:
- Person who executes business shall mean an executive director or executive officer of a corporation, etc. and other persons and employees with similar positions who execute the business of the corporation.
- *2:
- Major shareholder means a person who directly or indirectly holds 10% or more of the total voting rights.
- *3:
- Person or entity a major business partner of whom is the Group means a person or an entity who conducted transactions with the Group in the most recent business year in an amount exceeding 2% of the consolidated sales of the person or the entity.
- *4:
- Person or entity that is a major business partner of the Group means a person or an entity who conducted transactions with the Group in the most recent business year in an amount exceeding 2% of the consolidated sales of the Group.
- *5:
- Major lender of the Group means a person or an entity that the Group's borrowing amount from them in the most recent business year exceeds 2% of the consolidated total assets of the Group.
- *6:
- Person who receives donations from the Group in an amount exceeding a certain amount means a person who has received donations or grants exceeding ¥10 million a year on average over the past three fiscal years. However, where the party receiving such donations is a corporation, partnership, or other organization, this shall refer to any person belonging to an organization which exceeds 30% of the total cost of the above organization.
- *7:
- Consultant, certified public accountant, or legal specialist, etc. who receives a large amount of money or other property benefits from the Group in addition to officer compensation means a person who gained property with a value exceeding ¥10 million in addition to officer compensation in the most recent fiscal year. However, when the party receiving such property is a corporation, partnership, or other organization, this shall refer to any person belonging to an organization which exceeds 2% of the consolidated net sales or total revenue of the above organization.