Structure and Efforts
Structures to enhance transparency and soundness of management and ensure dynamism in the execution of business
The Company maintains a sound corporate governance structure and makes efforts to enhance its corporate value.
The Company invites highly professional outside officers, enhances its management supervision function, secures the transparency and objectivity of management, introduces the system of executive officers and improves efficiency of the management.
Board of Directors
- comprises seven directors, three are outside directors and independent officers.
- makes decisions on matters important to the Company and supervises the state of execution of business by the respective directors.
- holds, in addition to a regular meeting held once each month in principle, a meeting whenever a decision has to be made on important matters and constructs a structure to enable prompt and appropriate business judgments, and
- is positioned as the highest decision-making body of KITO Group, makes all decisions concerning important matters related to KITO Group and controls the entire KITO Group.
Evaluation of the effectiveness of the Board of Directors
The results of evaluation of the effectiveness of the Board of Directors made in accordance with the Basic Policy for Corporate Governance are hereby publicized.
Board of Corporate Auditors
- comprises three auditors, two are outside corporate auditors, and one is an independent officer
- has, in addition to performing audits in accordance with the auditors’ audit schedule determined in the meeting of the Board of Corporate Auditors, its members attend important meetings of the Board of Directors and Board of Executive Officers to supervise and audit the execution of business by the directors in a strict manner, and also performs audits of the execution of business by directors in a stricter manner by considering outside points of view.
- has its members verify the adequacy and efficiency of the execution of business by directors through information collected in coordination with the Internal Audit Office and accounting auditor, heard directly from the directors or obtained through the inspection of related documents.
- determines the contents of proposals to be submitted to the general shareholders’ meetings concerning the appointment, non-reappointment or dismissal of the accounting auditor.
- makes a necessary resolution when the Board of Directors determines the compensation for the accounting auditor.
Nominating and Compensation Committee
- is established as an advisory body to the Board of Directors with the aim of enhancing the transparency and fairness of the election and/or dismissal of directors and the compensation for them.
- comprises five committee members (three of which are outside directors) to secure the independence and neutrality of the committee.
- deliberates upon the following items as an advisory body to the Board of Directors and delivers the contents of the deliberation as its recommendation to the Board of Directors and Board of Corporate Auditors
(1) Matters related to the election of candidates for directors, corporate auditors and executive officers of the Company and for directors of KITO Group companies, and matters related to dismissal and removal from the positions of the foregoing, (2) Contents of compensation for directors and executive officers of the Company and for officers of KITO Group companies.
Board of Executive Officers
- is introduced as a system to improve the decision-making and supervision functions of the Board of Directors and to enhance the efficiency of execution of the business thereof.
- consists of 15 members (four of whom concurrently hold the office of director), nine Japanese and six non-Japanese who have been appointed in terms of competence and conversance in the business and regardless of their race or sex.
- holds a meeting attended by the President and other executive officers every month before the meeting of the Board of Directors with the aims of deliberating upon important matters in detail, making comprehensive adjustment among the businesses of the business divisions and building a consensus among them on the execution of the businesses.
Internal Audit Division
- The Internal Audit Office is established under the direct control of the President to secure organizational independence.
- monitors and evaluates the efficacy and efficiency of the internal control of the Company and KITO Group companies in cooperation with the Board of Corporate Auditors and accounting auditor and improves to improve the operation of the business and efficiency of the business management.
- PricewaterhouseCoopers Aarata LLC is appointed as the accounting auditor. The firm performs the financial audit under the Companies Act and the accounting audit under the Financial Instruments and Exchange Act.
＊There is no special stake between PricewaterhouseCoopers Arata or its executive officer engaged in the audit of the Company’s accounts and the Company.