Corporate governance

Basic Stance on Corporate Governance

The Ichimasa Group’s basic policy on corporate governance is to improve efficiency and transparency of corporate management and carry out appropriate and fast decision-making while flexibly responding to changes in the business environment, with the aim of achieving sustainable growth and improvement in corporate value over the medium to long term.
Therefore, we are strengthening the corporate governance structure by taking various measures based on our structure as a Company with an Audit and Supervisory Committee. For example, the Audit and Supervisory Committee, which is composed mainly of several Independent Outside Directors, conducts audits and supervision. And providing Directors broad delegation of authority enables fast decision-making.
Furthermore, we established an Independent Outside Director Committee composed of independent outside directors which serves as an advisory organization to the Board of Directors. The committee engages in discussions from an independent and holistic point of view to strengthen the independence and objectivity of the functions of the Board of Directors.

Basic Policy on Corporate Governance (last updated August 5, 2022)

Organizational Structure

Overview of Corporate Governance Structure

Board of Directors

The Board of Directors consists of two types of Directors: Executive Directors and Directors who are Audit and Supervisory Committee Members. It is chaired by the Representative Director, President & CEO.
The Board of Directors meets once per month as a rule and at other times when necessary, and decides matters such as the basic policy on corporate management, matters prescribed by law, and important matters concerning corporate management. The Directors who are Audit and Supervisory Committee Members audit and oversee the legality and validity of executive activities.

Audit and Supervisory Committee

The Audit and Supervisory Committee consists of Directors who are Audit and Supervisory Committee Members and is chaired by the Chairperson. It meets once per month as a rule and at other times when necessary.
Directors who are Audit and Supervisory Committee Members attend Board of Directors meetings, where they exercise voting rights as Directors, and carry out regular audits to ensure that decision-making on business operations and executive activities are not in violation of laws or the articles of incorporation, and report the results to the Representative Director, President & CEO. The details of the reports are then shared with the relevant departments, which in turn are required to report the status of improvement measures to correct identified problems.
Directors who are full-time Audit and Supervisory Committee Members gather information regularly, attend Board of Directors meetings and other important meetings, and carry out onsite inspections. The results are shared among the Audit and Supervisory Committee Members, thereby increasing the effectiveness of the committee’s audits.

Board of Independent Outside Officers

The Company has the Board of Independent Outside Officers that is composed of Independent Outside Directors. One of those Directors is elected as the Head Independent Outside Director to serve as the chair. The committee engages in open and active discussions, exchanges information and shares understanding from an independent and objective standpoint, and gives advice and suggestions on corporate management. It also acts as an advisory organization to the Board of Directors, discussing matters such as the election/dismissal and remuneration of Directors and other important matters concerning corporate management, and reporting the results to the Board.