Our Corporate Governances
We believe that the establishment of corporate governance is essential for the sustainable development of the Company based on our corporate philosophy of turning challenge into value. For this we recognize the importance of building and maintaining trust with not only our stakeholders, but also our shareholders, business partners, employees, and local communities. In keeping with this belief, we are always working to further enhance corporate governance by thoroughly developing internal controls to improve operations throughout the Company.
Corporate Governance System
In addition to establishing the corporate organization of the Board of Directors and a Board of Corporate Auditors, a Management Committee has been established as a consultation and decision-making body on management and business execution. The system of corporate governance covering all aspects of the Company is shown below.
- ABoard of Directors
- The Board of Directors is comprised of seven directors (excluding directors who are members of the Board of Corporate Auditors) and five outside directors who are members of the Board of Corporate Auditors. In addition to the regular board meetings held every month, extraordinary meetings of the Board of Directors are held as and when necessary. As well as making important management decisions, the Board of Directors seeks to ensure efficiency and transparency in the Company’s management by supervising and monitoring from all angles the execution of directors' duties.
- BBoard of Corporate Auditors
- The Board of Corporate Auditors is comprised of five members; one full-time and four part-time corporate auditors (all five members are outside directors). The corporate auditors attend meetings of the Board of Directors and other important meetings in line with the rules of the Board of Corporate Auditors and audit plan where, in addition to expressing their opinions as necessary, they conduct interviews with directors and leaders of each department to appropriately monitor management. Moreover, the Board of Corporate Auditors works closely with internal auditors and accounting auditors to improve the effectiveness and efficiency of audits.
- CNomination & Compensation Committee
- In order to enrich the corporate governance of the Company by enhancing the independence, objectivity, and accountability of the functions of the Board of Directors with respect to the nomination and compensation of directors, on September 1, 2022, the Company established a voluntary Nomination & Compensation Committee as an advisory body to the Board of Directors. As of the date of submission of the Asset Securities Report (November 28, 2022), the Nomination & Compensation Committee comprises five directors selected by the Board of Directors (three of whom are independent outside directors). The Nomination & Compensation Committee discusses matters related to the appointment and dismissal of directors, the selection and dismissal of the President & CEO, compensation for directors, and similar matters, and provides recommendations and advice to the Board of Directors.
- DExecutive Management Board
- At Kasumigaseki Capital, an Executive Management Board convenes once a month attended in principle by executive directors and members of the Board of Corporate Auditors. The Executive Management Board holds important discussions and approves decisions on management and receives reports on business execution from every department. The Executive Management Board gives all attendees opportunities to share information and have thorough discussions.
- EInternal Audits
- The Internal Audit Office has been established as an independent organization. The internal audit manager and head of the Internal Audit Office appointed by the CEO conduct internal audits based on the annual plan for internal auditing and report audit results back to the CEO. Based on the results of the report, the CEO instructs the audited departments to make improvements and report the results of such improvements to maintain and improve internal control. And in order for internal auditors, corporate auditors, and accounting auditors to conduct audits effectively and proficiently, information is appropriately exchanged in an effort to achieve more efficient audits.