Our basic policy of corporate governance is to increase corporate value, improve management efficiency, and enhance fair and prompt decision-making based on our management philosophy. We will continue to strengthen our corporate governance, recognizing the importance of strengthening our management oversight function and legal compliance system to ensure sound and transparent management.
The structure of corporate governance
Board of Directors
Following the bylaws on matters to be discussed and reported by the Board of Directors, the Board of Directors decide the basic policies of the Company's management and receives reports on the status of important business operations. In principle, the Board of Directors meets once a month and extraordinary meetings are convened from time to time when necessary. Eighteen meetings have been held in total during FY 2020. To build a management system that can respond quickly to changes in the
business environment, we set the term of office of directors to one year.
Advisory Board of Directors
The Remuneration Advisory Committee deliberates on the remuneration of executives and other relevant matters in response to inquiries from the Board of Directors, and the Nomination Advisory Committee deliberates on the personnel affairs of executives and other relevant matters in response to inquiries from the Board of Directors, and reports to the Board of Directors to ensure objectivity and transparency in these matters, and to strengthen corporate governance. The Remuneration Advisory Committee and the Nomination Advisory Committee met four times respectively during the business year under review.
Board of Auditors
Pursuant to the auditing policy and work assignments, the members of Board of Auditors attend meetings of the Board of Directors and other important meetings, receive reports on the status of operations from directors, inspect important decision-making documents, investigate the status of operations and assets at the head office and major business offices, and request business reports from subsidiaries when necessary. Besides, the members of the Board of Auditors also collects information about the competitive transactions of the Members of the Board of Directors, transactions involving any conflict of interest transactions, benefits without compensation provided by the Company, and verifies the status of such transactions. The Board of Auditors meets monthly prior to the Board of Directors meetings and extraordinary meetings are convened from time to time when necessary. The Board of Auditors has held 19 meetings during the business year under review.
Board of Managing Directors
In accordance with the basic management policy determined by the Board of Directors, the Board of Managing Directors deliberates on important management matters in advance of the Board of Directors' meeting, as well as matters delegated by the Board of Directors to the President& CEO as an advisory body to the President& CEO. The Board of Managing Directors meets once a week in principle.
Comany Group Management Conference
Chaired by President Kenta Tsukamoto and attended by executive officers, officers of consolidated subsidiaries, and those in charge of related departments, the meetings are designed to share management strategies with the entire company and speed up decision-making, thereby leading to respond to changes in the business environment.
Compliance and Risk Management Committee
Our Group has established a Compliance and Risk Management Committee as an institution that meets monthly to deliberates on compliance and risk management measures. Selected members of this committee from our domestic subsidiaries also participate in this committee every quarter to reduce the Group's key risks.
Sustainability Management Promotion Committee
The committee is chaired by President Kenta Tsukamoto and meets twice a year. The committee makes strategic decisions and promotes the “COMANY SDGs ∞ (Mobius) Model” that our group pursuits by deploying the business model continuously in a way that creates synergy between "Finance and Non-finance" and “Product, Service, and Governance”.
List of Collaborative Governance Systems､ Corporate Governance Initiatives
Efforts to Ensure the Effectiveness of the Board of Directors and Board of Auditors
Currently, our Board of Directors consists of nine directors and four auditors. Out of these, three are outside directors and two are outside auditors. The Company has determined that the number of director restricted to no more than ten is an appropriate number to facilitate more substantive discussions on the Board of Directors. The Nomination Advisory Committee deliberates on the candidates for directors based on the criteria for selecting candidates, which stipulate knowledge, experience and abilities to enhance the corporate value of the Company, and the Board of Directors selects the candidates after deliberation. The reasons for the selection of the candidates were disclosed in the notice of the General Meeting of Shareholders.
Important concurrent positions of directors and auditors are disclosed in the business report in the notice of the general meeting of shareholders every year.
Self-evaluation of the Board of Directors
Each member of Board of Directors and Auditors carries out a self-evaluation of the Board of Directors once a year, which serves as a general view of their opinions on the operation of the Board of Directors. Through discussing highly effective management, we make improvements leading to the sound growth and development of the company and to the enhancement of corporate value.
＜Points of evaluation＞
・Appropriate composition of Directors and Auditors with diverse knowledge and
experience, including three independent outside directors
・The board's deliberations contribute to the medium- to long-term enhancement of
corporate value.
・The Board of Directors should be more proactive in providing opinions and
having meaningful discussions to strengthen the supervision of business execution.
・The Board of Directors should work to secure more sufficient time for deliberations
on basic management policies, mid- to long-term management strategies and
management plans.
Self-evaluation of the Board of Auditors
The Auditors also carry out a self-evaluation of the Board of Auditors once a year. Based on the evaluation results, we reflect them in the audit plan as a priority item to improve the functioning of the Board of Auditors.
Compliance Initiatives
To instill the COMANY Philosophy that "Our Spirit is Humanity and Fraternity", the Group has created the COMANY Philosophy Handbook, which contains the Corporate Motto, Management Philosophy, COMANY Credo and COMANY Philosophy, and during the business year under review, we did some addition and made some changes to the COMANY Credo and the COMANY Philosophy. We read the “COMANY Philosophy” in turns during the morning meeting every day, and conduct the “COMANY Philosophy Training” every year as a philosophy education program to ensure that the philosophy is understood by all officers and employees. Besides, we have established the “COMANY Group Code of Conduct” as a set of guidelines for officers and employees to follow in the execution of their duties, and ensures that all officers and employees are aware of the Code of Conduct to ensure compliance with laws and regulations, corporate ethics and internal rules, and to act responsibly in accordance with social norms.
Including our subsidiaries in Japan, we conduct compliance education for all officers and employees to instill and improve corporate ethics and compliance awareness in the workplace. In addition, we continuously disseminate information on compliance with laws and regulations through internal notices and other means.
Whistleblower System
We have established “Compliance Hotline Regulations” to respond to internal reports from our officers and employees and our subsidiaries in Japan. Besides, we have established a whistle-blowing hotline outside the company with a third party as a contact point for early detection and prevention of wrongdoing.