Basic Views
The RAIZNEXT Corporation Group (hereinafter, the “Group”) regards the promotion of compliance management to ensure compliance with laws and regulations and adherence to corporate ethics as well as securing the transparency and soundness of management to be the basis of all corporate activities. In an aim to achieve further transparency in its corporate activities, the Group will continue to make efforts to streamline and enhance systems and make sure that all officers and employees of the Group adhere to laws and regulations as well as corporate ethics with a resolute attitude. The Group has established the Code of Conduct to serve as a standard for its officers and employees to act in compliance with laws and regulations and internal rules. The Company is a company with an audit and supervisory committee, and under this structure, its Audit & Supervisory Committee Members supervise the Company’s operation.
Characteristics and Systems
Directors
| Maximum Number of Directors Stipulated in Articles of Incorporation | 18 |
|---|---|
| Term of Office Stipulated in Articles of Incorporation | 1 year |
| Chairperson of the Board | Company Chairperson (except when Company Chairperson concurrently serves as President) |
| Number of Directors | 10 |
| Appointment of Outside Directors | Appointed |
| Number of Outside Directors | 4 |
| Number of Independent Directors | 4 |
The Board of Directors holds a monthly regular meeting as well as extraordinary meetings as needed to make decisions on transactions requiring the Board’s approval under laws and other important management issues and to supervise the status of business execution. The Audit & Supervisory Committee consists of three Outside Directors. The Company has introduced an executive officer system, under which the decision-making / supervision function for the Company’s business operations are separated from the business execution function in order to strengthen both functions.
The Audit & Supervisory Committee and the accounting auditor have meetings regularly and as needed to receive reports on the audit results and work closely together in, for instance, witnessing an audit by the accounting auditor. With respect to internal audits, the Internal Control Office, which is responsible for internal audits, conducts business and accounting audits of the head office, key offices, and Group companies, based on an annual audit plan. The results of internal audits are provided to the Audit & Supervisory Committee to facilitate close collaboration.
Committee corresponding to nomination committee
With regard to the procedures to nominate candidates for Directors (excluding those serving as Audit & Supervisory Committee Members) , a draft proposal is prepared by the Representative Directors based on the Company’s policies and evaluated by the Outside Officers Advisory Committee. The results of such evaluation are reported to the Board of Directors and the nomination of candidates is finally resolved by the Board of Directors after hearing opinions of the Audit & Supervisory Committee.
Committee corresponding to remuneration committee
With regard to the procedures to determine the compensation of Directors (excluding those serving as Audit & Supervisory Committee Members), a draft proposal of compensation is prepared by the Representative Directors based on the Company’s policies and evaluated by the Outside Officers Advisory Committee. The results of such evaluation are reported to the Board of Directors, and the proposal is finally resolved by the Board of Directors after hearing opinions from the Audit & Supervisory Committee.
Corporate Governance Structure Chart
Introduction to Each Committee’s Roles and the Outside Officers Advisory Committee
Audit & Supervisory Committee
The Company has established an Audit & Supervisory Committee in accordance with the Companies Act, with a majority of the members consisting of independent outside directors. The Audit & Supervisory Committee members, who are full-time directors, appropriately collect corporate information, conduct investigations, and report to the Audit Committee, while the Audit & Supervisory Committee members, who are independent outside directors, utilize their abundant experience and deep insight from an objective standpoint to audit and supervise the execution of the directors' duties. In addition, the members express their opinions as appropriate to the Board of Directors, and representative directors and all directors who are Audit & Supervisory Committee members hold regular information exchange meetings to frankly and proactively exchange opinions, thereby fulfilling the functions of appropriate decision-making in business execution and rational management supervision as part of corporate governance.
Internal Control Committee
In order to ensure the "appropriateness of business operations" in accordance with the Companies Act, the Board of Directors of the Company has adopted a resolution on the basic policy for the development and operation of internal control systems, and has established an Internal Control Committee for the purpose of practical discussions and examinations regarding the development and operation of internal control systems. The Internal Control Committee is responsible for confirming the maintenance and operation of the internal control system, reporting its assessment to the Management Officer Committee and the Board of Directors, and discussing the causes and status of responses for any internal control deficiencies found, and reporting them to the Management Officer Committee. These mechanisms ensure that the directors and employees execute their duties appropriately and efficiently in accordance with the internal control system.
Outside Officers Advisory Committee
The Company has established the Outside Officers Advisory Committee, consisting solely of independent outside directors, as an advisory body to the Board of Directors.
The Outside Officers Advisory Committee provides advice to the Board of Directors on important management matters, including the nomination and dismissal of candidates for directors (excluding those serving as Audit & Supervisory Committee Members), the appointment and dismissal of executive officers, compensation for directors (excluding those serving as Audit & Supervisory Committee Members) and executive officers, and the evaluation of cross-shareholdings. In doing so, it contributes to the further enhancement of corporate governance.
Directors’ Skill Matrix
Circles indicate areas within each director’s expertise and experience in which they are particularly effective.
Directors
| Name | Male/Female | Corporate Management | Finance/ Accounting |
Sales/Business Strategy | Engineering/ Quality |
Personnel Management | Compliance/Risk Management | Sustainability |
|---|---|---|---|---|---|---|---|---|
| Takashi Noro | Male | ○ | ○ | ○ | ||||
| Teruhiko Mouri | Male | ○ | ○ | ○ | ○ | ○ | ○ | |
| Masaki Fukuhisa | Male | ○ | ○ | ○ | ○ | ○ | ||
| Hideki Ueda | Male | ○ | ○ | ○ | ○ | ○ | ||
| Hiroyuki Kimura | Male | ○ | ○ | ○ | ||||
| Daisaku Nakatakuma | Male | ○ | ○ | ○ | ||||
| Noriaki Isa | Male | ○ | ○ | ○ | ○ |
Directors serving as Audit and Supervisory Committee Members
| Name | Male/Female | Corporate Management | Finance/ Accounting |
Sales/Business Strategy | Engineering/ Quality |
Personnel Management | Compliance/Risk Management | Sustainability |
|---|---|---|---|---|---|---|---|---|
| Toshio Saburi | Male | ○ | ○ | ○ | ||||
| Keiko Suichi | Female | ○ | ○ | ○ | ○ | |||
| Mayumi Nishida | Female | ○ | ○ | ○ |
Corporate Governance Report
This is the translation of "Corporate Governance Report" submitted to the Tokyo Stock Exchange.