Overview of Corporate Governance System
For its corporate governance system, NIHON CHOUZAI has opted to be a company with an Audit and Supervisory Committee. The Company has established a general meeting of shareholders, Board of Directors, and Audit and Supervisory Committee as stipulated by the Companies Act.
The Articles of Incorporation stipulate that the Company shall have no more than 15 directors (excluding members of the Audit and Supervisory Committee) and no more than three directors on the Audit and Supervisory Committee, and that there shall be a distinction between Audit and Supervisory Committee members and other directors, who shall be appointed at the general meeting of shareholders. The Articles of Incorporation further stipulate that a director shall be elected by receiving the majority of votes cast by shareholders at a general meeting of shareholders, where at least one-third of shareholders with voting rights are present.
(Board of Directors)
NIHON CHOUZAI's Board of Directors comprises 13 directors, of whom four are outside directors. The Board of Directors generally convenes once a month to supervise business operations and to make decisions on such topics as important matters concerning business management and items stipulated by laws, regulations, and the Articles of Incorporation. President and CEO Yosuke Mitsuhara serves as the Chairperson of the Board of Directors. The other members are Managing Director Katsuhiko Fukai, Managing Director Naoto Kasai, Director Noriaki Miyata, Director Toshiyuki Koyanagi, Director Kazunori Ogi, Director Yoshihisa Fujimoto, Director Keiso Masuhara, Outside Director Yoshimitsu Onji, Outside Director Mikiharu Noma, Director Nobuyuki Hatakeyama, Outside Director Tadashi Urabe, and Outside Director Arata Toyoshi.
(Audit and Supervisory Committee)
NIHON CHOUZAI's Audit and Supervisory Committee comprises three directors who are members of the Audit and Supervisory Committee (one full-time director and two outside directors). The committee generally convenes once a month to deliberate and endeavor to enhance supervisory functions concerning the execution of duties by directors.
Nobuyuki Hatakeyama serves as the Chairperson. Other members are Outside Director Tadashi Urabe and Outside Director Arata Toyoshi.
(Nomination and Compensation Committee)
The Nomination and Compensation Committee comprises three or more members who are directors, the majority of whom are independent outside directors. The Nomination and Compensation Committee deliberates upon and responds to inquiries from the Board of Directors on such matters as nominations and remuneration of directors.
The composition of the Nomination and Compensation Committee is as follows.
The Chairperson is President and CEO Yosuke Mitsuhara. The other members are Outside Director Yoshimitsu Onji, Outside Director Mikiharu Noma, Outside Director Tadashi Urabe, and Outside Director Arata Toyoshi.
Reasons for Adoption of Current Corporate Governance System
Given the scale of our Company and its business activities, we decided that being a company with an Audit and Supervisory Committee matches our basic thinking on corporate governance and that this enhances our auditing and supervisory functions and corporate governance. Therefore, we decided in 2016 to adopt a system as a company with an Audit and Supervisory Committee.