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 | 9 |
|---|---|
| Term of Office Stipulated in Articles of Incorporation | 2 years |
| Chairperson of the Board | President |
| Number of Directors | 5 |
| Appointment of Outside Directors | Appointed |
| Number of Outside Directors | 3 |
| Number of Independent Directors Designated from among Outside Directors | 3 |
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. |
| Kengo Maekawa | Mr. Kengo Maekawa, as a certified public accountant and tax accountant, has considerable knowledge of finance and accounting. The Company nominates him as a candidate for Outside Director because it has expected that based on his extensive experience and broad insight as a corporate manager, he will contribute to the strengthening of corporate governance and the medium- to long-term enhancement of the corporate value by supervising management and providing opinions and advice on the Company’s overall management at meetings of the Board of Directors. Mr. Kengo Maekawa 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. |
Sachiko Tomidokoro | Ms. Sachiko Tomidokoro currently works for The Dai-ichi Life Insurance Company, Limited and has worked in the planning and administrative departments, including Human Resources and Public Relations. Through these roles, she has gained deep insight into enhancing organizational strength by strengthening human resources, as well as into advertising, branding, and developing programs to cultivate female leaders. The Company nominates her as a candidate for Outside Director because it has determined that she will greatly contribute from an independent standpoint to improving effectiveness of the Board of Directors in decision-making and supervisory functions. Ms. Sachiko Tomidokoro is not an executive or an officer of a specified associated service provider of the Company and she has not been such in the past ten years. |
Audit & Supervisory Board Members
The audit & supervisory board members, the accounting auditors and the internal audit office, which are in charge of three audit types, cooperate closely in the performance of the operations and improve the efficiency and quality of the audits.
The audit & SupervisoryBoard consists of a full-time audit & supervisory board member and three independent outside audit & supervisory board members. An audit & supervisory board meeting is held monthly, where the audit & supervisory board members decide on important matters, such as audit policy and audit plans, and have discussions, make reports, and share information. The articles of incorporation stipulate that the number of audit & supervisory board members shall be no more than four.
Audits undertaken by the audit & supervisory board members are conducted under the leadership of the full-time audit & supervisory board member with the active involvement of the three independent outside audit & supervisory board members upon the division of duties. The four audit & supervisory board members attend the meetings of the Board of Directors and other important meetings and 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 three independent outside audit & supervisory board members. The audit & supervisory board members always undertake preparations for the supervision of the state of the execution of duties by the directors. In addition, the four audit & supervisory board members have expertise in their respective areas of strength, and conduct more effective audits through the appropriate division of duties.
The Company has executed an audit contract with Ernst & Young ShinNihon LLC. The Company undergoes periodic audits of its financial statements, etc. carried out by Ernst & Young ShinNihon LLC and accepts the investigation of the state of the establishment and operation of the systems and procedures for internal control and the systems relating to accounting records, including the accounting system, to an extent deemed necessary for the purposes of the audit, and receives feedback on the results of such audit and investigation. The Audit & Supervisory Board receive feedback quarterly on the audits and investigations of Ernst & Young ShinNihon LLC and exchange opinions with them regularly.
The Company establishes the internal audit system for the improvement of the internal control system and the rationalization of management and the preservation of assets. The internal audit office takes charge of the internal audit operations. The internal audit office develops an audit plan according to the internal audit rules and conducts internal audits in accordance with this plan with the approval of the president. The internal audit covers all the departments of the Company, including its subsidiaries, and contributes to ensuring the appropriateness and efficiency of the business activities of the Company group.
The full-time audit & supervisory board members and the internal audit office personnel hold preliminary meetings prior to each internal audit to ensure cooperation, thereby striving to conduct audits efficiently and effectively. In accordance with the Audit & Supervisory Board Auditing Standards, the head of the internal audit office serves as an assistant employee, and has been assuming the secretariat duties for the Audit & Supervisory Board since April 2024. Furthermore, the full-time audit & supervisory board members and the internal audit office personnel, in cooperation with the accounting auditors, are working to enhance the efficiency and streamline the audit process, and endeavor to strengthen their respective functions. The audit & supervisory board, the internal audit office, and the accounting auditors have established a practice of mutually exchanging internal audit results as needed.
| Establishment of Audit & Supervisory Board | Established |
|---|---|
| Maximum number of Audit & Supervisory Board Members stipulated in the Articles of Incorporation | 4 |
| Number of Audit & Supervisory Board Members | 4 |
| Appointment of Outside Audit & Supervisory Board Members | Appointed |
| Number of Outside Audit & Supervisory Board Members | 3 |
| Number of Independent Audit & Supervisory Board Members among Outside Audit & Supervisory Board Members | 3 |
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. |
| Yumeko Yoshida | Ms. Yumeko Yoshida, as an attorney-at-law, has professional knowledge of corporate legal affairs and compliance. The Company nominates her as a candidate for Outside Audit & Supervisory Board Member because it has determined that she can be expected to provide helpful advice and recommendations conducive to the further strengthening of the Company’s auditing structure. Although Ms. Yumeko Yoshida has no experience of direct involvement in corporate management other than as an outside audit and supervisory board member, the Company has determined that she can appropriately perform her duties as an Outside Audit & Supervisory Board Member for the reasons stated above. |
Independent Directors/Audit & Supervisory Board Members
| Number of Independent Directors/Audit & Supervisory Board Members | 6 |
|---|
All outside officers who meet eligibility criteria for independent officers are designated as independent officers.
In addition, the Company has established “Criteria for Independence of Outside Officers”, as shown 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”)
- Major shareholder*2 of the Company or person who executes the business of the major shareholder
- 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
- Major lender of the Group*5 or person who executes the business of the said lender
- Person who receives donations from the Group in an amount exceeding a certain amount*6
- Person who belongs to an audit corporation that serves as the Group’s accounting auditor
- 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 or an entity that received donations or subsidies in the past three business years in an amount exceeding an average of 10 million yen per year; provided, however, if the said person is a corporation, association or other group, this means a person who belongs to such a group that receives donations in an amount exceeding 30% of the total expenses of the group.
- *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 receives assets in an amount exceeding 10 million yen in addition to officer compensation in the most recent business year; provided, however, if the said person is a corporation, association or other group, this means a person who belongs to such a group that receives money or other property benefits in an amount exceeding 2% of the consolidated net sales or total revenue of the group.