Management InformationCorporate Governance

1. Basic approach to corporate governance

The Company regards the establishment, maintenance and improvement of an organizational structure capable of responding swiftly to changes in the management environment, and a fair and equitable system of management emphasizing the interests of shareholders and other stakeholders, as extremely important management issues, in order to ensure the soundness, transparency, reliability and agility of management, and enhance corporate governance.
The Company also works to fulfill its accountability obligations, strengthen shareholder trust, and ensure compliance by engaging in close communication with shareholders through IR activities and forums such as the General Meeting of Shareholders.

2. Details of company organs, the status of internal control systems, etc.

Details of company organs

The Company transitioned to a Company with an Audit and Supervisory Committee based on the resolution of the 52nd Annual General Meeting of Shareholders held on March 30, 2016, for the purpose of enhancing corporate governance by strengthening the supervisory function of the Board of Directors.
The Management Meeting and Corporate Planning Meeting deliberate on important matters of business management, which are then submitted to the Board of Directors for resolution. The following are the Company's main organs.

a. Board of Directors

The Company's Board of Directors is composed of 6 Directors (excluding Directors who are Audit and Supervisory Committee Members) and 3 Directors who are Audit and Supervisory Committee Members (including 3 Outside Directors). In addition to regular monthly meetings, the Board of Directors holds extraordinary meetings as necessary. It decides on important matters and confirms the status of business execution. Directors also mutually supervise the execution of their duties through the Board of Directors.

b. Audit and Supervisory Committee

The Company's Audit and Supervisory Committee is composed of 3 Audit and Supervisory Committee Members (including 3 Outside Directors). The Audit and Supervisory Committee Members work to enhance the effectiveness of corporate governance, through activities such as attending and expressing opinions at meetings of the Board of Directors and other important meetings. The Company aims to ensure the effectiveness of corporate governance through the organic fusion of auditing work by the Audit and Supervisory Committee, the Internal Audit Office and the Accounting Auditor.

c. Management Meeting

The Company has established a Management Meeting attended, where necessary, by managerial employees nominated by the Representative Directors, in addition to Directors, Directors who are Audit and Supervisory Committee Members, and Executive Officers. As a rule, the Management Meeting is held at least once per month.
The Management Meeting does not have the authority of a decision-making organ, but functions for the purpose of furthering the achievement of business plans and the smooth operation of company business. Specifically, it functions as a forum for discussing current issues faced by each business division, promoting thorough direction and communication on important matters, and achieving a unified perception.

d. Corporate Planning Meeting

The Company has established a Corporate Planning Meeting attended, where necessary, by managerial employees nominated by the Representative Directors, in addition to Directors and Executive Officers. As a rule, the Corporate Planning Meeting is held at least once per month.
The Corporate Planning Meeting does not have the authority of a decision-making organ, but functions for the purpose of confirming the progress of sales company-wide and discussing important issues associated with sales, in order to enhance the efficiency and accuracy of decision-making at the level of executive management. Specifically, it functions as a forum for considering company-wide issues, discussing current issues faced by each business division, promoting thorough direction and communication on important matters, and achieving a unified perception.

e. Members of the Board of Directors, Audit and Supervisory Committee, Management Meeting and Corporate Planning Meeting

Members (as of March 29, 2021)

Chair Member

Position Name Board of Directors Audit and Supervisory Committee Management Meeting Corporate Planning Meeting
Chairman and Representative Director Tohru Yamai
President and Representative Director Lisa Yamai
Vice President and Representative Director Fumihiro Takai
Senior Managing Director Ryo Murase
Managing Director Noah Reis
Director Kenichi Goto
Outside Director (Audit and Supervisory Committee Member) Shinji Tanabe
Outside Director (Audit and Supervisory Committee Member) Kazuo Takahashi
Outside Director (Audit and Supervisory Committee Member) Yoshihiro Wakatsuki

The Company's corporate governance structure is shown in the figure below.

Corporate governance report