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The Group Vision of the Company is to provide new value to society and solve social issues by enabling "living in health and comfort" and "harmony with the natural environment" under the Group Mission of "contributing to life and living for people around the world." With this as a base, the Company aims to contribute to society, achieve sustainable growth, and enhance corporate value over the medium to long term by promoting innovation and creating synergy through integration of various businesses. The Company continues to pursue optimal corporate governance as a framework to make transparent, fair, timely, and decisive decision-making in accordance with changes in the business environment.,best online poker for beginners
casumo casino 80 free spins,While taking proper measures to secure shareholders' rights, the Company develops a proper environment for exercise of shareholders' rights including paying attention to foreign shareholders and minority shareholders and providing information necessary for the exercise of rights accurately and in a timely manner.
The Group Vision of the Company is to provide new value to society and solve social issues by enabling "living in health and comfort" and "harmony with the natural environment" for people around the world, and the Company works to facilitate cooperation with its stakeholders.,365 bet cricket com
The Company, in addition to disclosure required by laws and regulations, actively provides information to various stakeholders including financial information such as financial position and operating results, management strategy/issues, and non-financial information concerning risks and governance, etc.,score tennis
365 bet cricket com,In order to achieve sustainable growth, enhance medium to long term corporate value, and increase earnings ability and capital efficiency, the Board of Directors of the Company presents the overall direction of its management strategy, develops an environment to support risk-taking by the management, and effectively oversees the business management of the Company from an independent and objective standpoint, based on the fiduciary responsibility and accountability to shareholders.
The Company develops a system to have a constructive dialog with shareholders/investors and actively promotes such dialog.,dafabet company
Board of Corporate Auditors (5 Corporate Auditors, including 3 Independent Outside Corporate Auditors) Cooperation Independent Auditors Audit→ President Internal Audit Department Report→Board of Directors (9 Directors, including 3 Independent Outside Directors), Shareholders Meeting Election→ Board of Directors (9 Directors, including 3 Independent Outside Directors) Nomination Advisory Committee Remuneration Advisory Committee Oversight→, Audit→ , Board of Corporate Auditors (5 Corporate Auditors, including 3 Independent Outside Corporate Auditors) ←Cooperation→Internal Audit Department←Cooperation→Independent Auditors">
|No. of meetings held||Average attendance||Main subjects of agenda|
|Board of Directors||14||98%
(Directors and Corporate Auditors)
|Nomination Advisory Committee*||3||100%
|Remuneration Advisory Committee*||4||100%
|Board of Corporate Auditors||18||96%
- *The Nomination Advisory Committee and Remuneration Advisory Committee are comprised of the 3 Outside Directors and Representative Directors Hideki Kobori and Shigeki Takayama as members, with the Nomination Advisory Committee and the Remuneration Advisory Committee chaired by Outside Director Tsuyoshi Okamoto.
In selecting candidates for Directors, the Company chooses persons with deep insight and excellent skills suitable for Directors. For inside Directors, the Company chooses those with expertise, experience and skills in the required field as candidates. Meanwhile, for Outside Directors, the Company chooses as candidates corporate executives, academic experts, and former civil servants with abundant experience, expecting objective oversight of management based on their deep insight.
To further increase the objectivity and transparency of the nomination of candidates for Directors, the Company has established the Nomination Advisory Committee whose members mainly comprise outside Directors. This committee is involved in the examination of the composition and size of the Board of Directors and the nomination policy for officers and provides advice.
The Board of Directors of the Company conducts regular evaluations of its own effectiveness through discussion in the Board of Directors, having collected questionnaires from Directors and Corporate Auditors after the end of each fiscal year.
The main measures implemented in fiscal 2020 and issues recognized for the future are as follows:
bethany bay,The Board of Directors of the Company implemented the following measures in fiscal 2020 based on evaluation of the previous fiscal year.
- 1）Enhanced agenda items
The Board of Directors more frequently discussed agenda items relating to medium- to long-term management issues, such as the management of business portfolio, initiatives for promoting sustainability, and support for digital transformation, in an effort to effectively supervise these issues in the Board of Directors.
- 2）Enhanced provision of information to Outside Directors and Outside Corporate Auditors
The Board of Directors secured opportunities for visits to the Group’s sites, which had been conducted regularly, while taking measures to prevent the spread of COVID-19. Meanwhile, preliminary briefings for the Board of Directors were expanded in order to facilitate deeper discussion on the days of its meetings by utilizing online meetings.
- 3）Improved committee operations
The Board of Directors decided that Outside Directors shall chair the Nomination Advisory Committee, in addition to the Remuneration Advisory Committee. Furthermore, the Board of Directors entrusted the Remuneration Advisory Committee with deciding the individual performance-linked remuneration portion of remuneration for Directors. These changes have improved the independence, objectivity, and transparency of the decision-making process for the nomination and remuneration of Directors and Corporate Auditors.
Based on measures implemented in fiscal 2020, the Board of Directors has confirmed a common awareness of the following issues for the future.,live cr scores
- 1）Enhancing agenda items
Further expanding discussions on medium- to long-term management issues in the Board of Directors, and reviewing the criteria for bringing agenda items as necessary
- 2）Reviewing corporate governance in line with the next medium-term management initiative
Reassessing the makeup, size, and skill requirements of the Board of Directors in line with the next medium-term management initiative
Methods for evaluating the effectiveness of the Board of Directors, expanding the cooperation among Outside Directors and Outside Corporate Auditors, etc.
|Fixed base remuneration||Performance-linked remuneration||Stock-based remuneration|
- Note:Percentages shown for Directors who have executive responsibilities (FY2020)
- Performance-linked remuneration → commitment to results
- Stock-based remuneration → perspective of shareholders
- Note:Outside Directors receive fixed base remuneration only
In determining that Outside Directors and Outside Corporate Auditors are independent, the Company ensures that they do not correspond to any of the following and that they are capable of performing their duties from a fair and neutral standpoint.,d goffin
- 1.A person who conducts business on behalf of the Group (Executive Directors, Executive Officers, Operating Officers, employees, etc.) or a person who has done so over the last 10 years
- 2.A company or a person who executes the businesses thereof whose major business partner is the Group (an entity with more than 2% of its annual consolidated net sales coming from the Group)
- 3.A major business partner of the Group (when payments by this partner to the Group account for more than 2% of the Company's annual consolidated net sales or when the Company borrows money from such partner amounting to more than 2% of the Company's consolidated total assets) or a person who executes the businesses thereof
- 4.A person who receives a large amount of money or other financial gain (¥10 million or more in one year) from the Group as an individual other than remuneration for being a Director/Corporate Auditor of the Company
- 5.A company which receives a large amount of donations or aid (¥10 million or more in one year) from the Group or a person who executes the businesses thereof
- 6.A main shareholder of the Group (a person/company who directly or indirectly owns 10% or more of all voting rights of the Company) or a person who executes the businesses thereof
- 7.A person who executes the businesses of a company which elects Directors/Corporate Auditors/employees of the Group as Directors/Corporate Auditors
- 8.An Independent Auditor of the Group or any staff thereof
- 9.A person who has fallen into any of the categories 2 through 8 above over the last three years
- 10.A person who has a close relative (spouse, relative within the second degree of kinship, or those with whom they share living expenses) who falls under any of the categories 1 through 8 above, provided that "a person who executes businesses thereof" in 1, 2, 3, 5, 6, and 7 above shall be replaced with "an important person who executes the businesses thereof (Executive Directors and Executive Officer, etc.)"
- For internal audits of business execution, the company has established an Internal Audit, directly supervised by the President. The Internal Audit Department formulates an annual audit plan according to the Company's Basic Regulation for Internal Audits, and conducts an audit of the Group under the approval of the President.
- As for audits by Corporate Auditors, each Corporate Auditor audits the execution of duties of Directors by attending meetings of the Board of Directors and examining the status of execution of operations based on the audit policy stipulated by the Board of Corporate Auditors. To support the function of the Board of Corporate Auditors, the Company has established a Corporate Auditors Office.
- PricewaterhouseCoopers Aarata LLC is contracted as the Independent Auditors to perform financial audits according to the Companies Act and Financial Instruments and Exchange Act.
- Mutual cooperation between the Internal Audit Department, Board of Corporate Auditors and accounting auditor is reinforced through periodic liaison meetings of the Internal Audit Department, Board of Corporate Auditors and corporate auditors of operating companies. During these meetings, the effectiveness of the Group's internal control system for legal compliance and risk management is checked. In addition, the Board of Corporate Auditors confirms the audit plan with the accounting auditor and receives reports of the results of audits on the Group at the end of the quarterly consolidated accounting period and at the end of the annual consolidated accounting period.