Ensuring Compliance
Basic approach
The SUMINOE GROUP believes that the objective of corporate governance is to secure the soundness and efficiency of management. In doing so, the Group stives to enhance its corporate value to continuously return profits to stakeholders.
To secure the soundness and efficiency of management, we have been appointing outside directors and strengthening the function of the corporate auditor system. The Board of Directors functions as a body for making management decisions in a speedy and agile manner and for overseeing the status of business execution. The Company has also introduced an operating officer system, under which operating officers are held responsible for business execution. In terms of risk management, we have formulated the Code of Conduct and the Standards of Conduct. By appropriately operating these codes, we aim to be a company trusted in society.
Governance system
Board of Directors
The Board of Directors comprises eight directors (including four outside directors) and supervises business execution and makes decisions on important matters.
Board of Corporate Auditors
The Board of Corporate Auditors consists of three auditors (including two outside auditors). The Board decides auditing policies and plans and deliberates on audit reports.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee is set up as an advisory body to the Board of Directors. The Committee aims to strengthen its oversight function by improving transparency and objectivity in the evaluation and determination processes concerning the nomination and remuneration of the members of the Board of Directors, thereby further enhancing the corporate governance system.
The Committee membership comprises five directors selected by a resolution of Representative Directors, independent outside directors and the Board of Directors. The majority of the membership should be outside executives, including independent outside directors.
Executive Committee/CSR & Internal Control Council
A meeting of the Executive Committee is held every week, in principle, to report and deliberate on important management matters. Matters of particular importance will be reported to the Board of Directors. CSR-related important matters and evaluation of internal controls concerning financial reports are discussed at a meeting of the CSR & Internal Control Council. The meeting is attended by one full-time corporate auditor as an observer.
Board of Operating Officers
The Board of Operating Officers comprises the President and operating officers of SUMINOE Co., Ltd. and holds its meetings once a month. At the monthly meeting, the decisions made by meetings of the Board of Directors or the Executive Committee are announced, and reports are made on the present status of business execution by each operating officer.
