Approach to Corporate Governance
The Takasago Group strives to continuously improve the corporate governance framework with the aim of achieving sustainable growth and enhancing corporate value over the medium to long term. In 2015, based on a resolution by the Board of Directors, we established the “Basic Policy on Corporate Governance.” In accordance with this policy, we are working to enhance the effectiveness of the Board of Directors by ensuring its diversity through the appointment of independent outside directors and female directors, and by establishing bodies such as the Nomination and Compensation Committee to strengthen its decision-making and supervisory functions. Furthermore, we annually analyze and evaluate the effectiveness of the Board of Directors as a whole and disclose a summary of the results. The “Basic Policy on Corporate Governance” is periodically revised. In 2018, we added an idea about “Succession Planning and Program.” In 2024, we added our policy regarding the Tokyo Stock Exchange's request for “measures to realize management that is mindful of capital costs and stock prices.”
| Independence of the Board of Directors Takasago places a high priority on the independence of the Board of Directors in accordance with the spirit of the Corporate Governance Code. To ensure effective oversight of management, our Board of Directors consists of independent outside directors comprising more than one-third of total membership, thereby incorporating independent perspectives even in critical management decisions. This approach protects the interests of shareholders and other stakeholders while promoting sound and sustainable management. |
Corporate Governance Structure
①② Board of Directors and Executive Officers System
In principle, the Board of Directors meets once a month, and extraordinary meetings are held as necessary.
Directors ensure the fairness and transparency of management by supervising management and make the best possible decisions through the development of management strategies and plans and decisions regarding important investment projects and other business operations. At the same time, by setting the term of office of directors to be one year, we ensure sufficient opportunities for earning the confidence of the general meeting of shareholders, clarifying management responsibilities and strengthening functions for sustainable management. We have introduced an executive officer system to ensure the efficiency of management decision-making by the directors and the speedy execution of business operations and are working to differentiate the corporate governance function of the Board of Directors from the executive officers’ execution of business operations. In general, the Executive Management Committee meets once a month to discuss important management issues. Executive officers from the overseas offices attend once a quarter. The Group positions the committee as a place for sharing information and discussing global matters.
③④⑤ Board of Auditors, Corporate Auditors, Internal Audit
In principle, the Board of Corporate Auditors meets once a month, and extraordinary meetings are held as necessary.
The corporate auditors cooperate closely with the accounting auditor and exchange opinions and information. The Internal Audit Department reports the results of internal audits to the Corporate Auditors, and the Corporate Auditors may utilize the Internal Audit Department as necessary. In addition, the Corporate Auditors’ Office has been established to assist the Corporate Auditors in their duties. The Board of Corporate Auditors functions more effectively by ensuring that the Corporate Auditors utilize their experience to audit management from a fair and neutral standpoint, working closely with the Internal
Auditing Department and the Accounting Auditors.
⑥Committee, etc.
| Corporate Governance Committee | The committee is chaired by the President and is composed directors, executive officers and other members. The committee deliberates important matters related to corporate governance with the aim of continuously enhancing corporate value. |
| Risk Management Committee | The committee is chaired by the President and is composed of the general managers of each division. To enable the Board of Directors to comprehensively identify and assess risks that could impact the Group we have strengthened our management system and are continuously deliberating and formulating measures to prevent these risks from impacting the group or mitigate their impact. |
| Crisis Management Board | We have established a system that enables headquarters and affiliates to respond promptly to emergencies, should one occur. We regularly review the reporting and instruction routes linking the Crisis Management Board (located at headquarters) and affiliates to ensure the smooth transmission of important orders and guidance.
|
| Compliance Committee | The committee is chaired by the President and composed of directors and full-time corporate auditors. The committee deliberates and promotes important matters for the establishment and thorough implementation of a compliance system. |
Evaluations of Board of Director Effectiveness
The Takasago Group conducts periodic evaluations of the effectiveness of its Board of Directors with the aim of enhancing its effectiveness and enhancing corporate value. A summary of the results of these evaluations is disclosed on our Sustainability Report.
Evaluation Method
A questionnaire is distributed to all directors and corporate auditors regarding the effectiveness of the Board of Directors, in which they are asked to rate the effectiveness of the Board of Directors on a step-by-step basis and to provide comments. The Board of Directors deliberated on the results of the questionnaire, which are analyzed and discussed at the Board of Directors meeting. The major items in the questionnaire are as follows.
- Composition of the Board of Directors
- Operation of the Board of Directors
- Roles and Responsibilities of the Board of Directors
- Performance of the Directors and Corporate Auditors as Individuals
- Structure supporting the Board of Directors
- Relationships with Stakeholders