Corporate Governance Corporate Governance

Our Corporate Governance

You can find out more about our Corporate Governance here.

Corporate Governance Report

Corporate Governance Report(PDF:260 KB)

Policy for Deciding Executives' Compensation

 Executives' compensation is decided by the Chairman based on certain rules. The basic compensation is calculated based on the individual director's position, etc. The compensation linked to performance is calculated by taking into consideration the company's performance and a comprehensive range of other factors. In addition, the Board of Directors passes a resolution on submitting a compensation proposal to the Compensation Committee—the relevant advisory body. Once the committee has deliberated on the proposal and given its opinions, the Board of Directors discusses it again, then makes a final decision on how much compensation the directors are going to be paid.

Strategic Shareholding Policy

 We will only hold shares for purposes other than investment if we have decided that it is reasonable to do so. The decision-making will include how many shares to hold, and take into account how necessary they are for business activities in terms of factors like business partnerships and maintaining and strengthening business relations.
 For decisions on whether to acquire or dispose of shares, first, the directors responsible examine the respective shares as appropriate, to determine how they relate to the above policy. Next, the Board of Directors conducts a detailed examination of its own, then decides whether to acquire or dispose of them.
 There are no specific criteria for exercising voting rights in relation to the shares we hold, but they are only exercised after each individual proposal has been examined, in accordance with the above policy.

Whistleblowing System

 We have established mechanisms to ensure appropriate handling of consultations or whistleblowing about matters such as organizational or personal violations of laws and regulations. We also have rules in place to protect whistleblowers and detect and correct wrongdoing, etc. early on.
 Based on these rules, the General Affairs Department and auditors—ones who are independent from top management—function as internal points of contact for whistleblowing and consultations. Likewise, independent outside lawyers function as external ones. Through measures such as these, we have a system in place to ensure that information reported by whistleblowers gets reported to the Board of Corporate Auditors.

Internal Control Report

External Directors' Main Activities

Category Name Main activities in 2019
Director Tadao Nishio Tadao Nishio has attended five of the seven Board of Directors meetings held this fiscal term. He attends Board of Directors meetings, strives to understand the situation regarding performance and other business matters, and offers valuable advice and opinions about business from an objective standpoint.
Koji Shibata Koji Shibata took up his position in June 2020.
Takehiko Sugiyama Takehiko Sugiyama has attended six of the seven Board of Directors meetings held this fiscal term. He attends Board of Directors meetings, strives to understand the situation regarding performance and other business matters, and offers valuable advice and opinions about business from an independent standpoint.
Kayo Aoyama Kayo Aoyama has attended all seven of the Board of Directors meetings held this fiscal term. She attends Board of Directors meetings, strives to understand the situation regarding performance and other business matters, and offers valuable advice and opinions about business from an independent standpoint.
Auditor Akihiko Shiba Akihiko Shiba has attended six of the seven Board of Directors meetings held this fiscal term. He has attended six of the seven Board of Corporate Auditors meetings held this fiscal term. He attends the Board of Directors and Board of Corporate Auditors meetings, strives to understand the situation regarding performance and other business matters, and offers valuable advice and opinions about business from an objective standpoint. In doing so, he draws on his expert knowledge as a lawyer.
Satoshi Iwamura Satoshi Iwamura has attended six of the seven Board of Directors meetings held this fiscal term. He has attended six of the seven Board of Corporate Auditors meetings held this fiscal term. He attends the Board of Directors and Board of Corporate Auditors meetings, strives to understand the situation regarding performance and other business matters, and offers valuable advice and opinions about business from an objective standpoint. In doing so, he leverages his many years of experience, extensive knowledge, etc. in the fields of transportation and traffic.

* In addition to the number of Board of Directors meetings held stated above, there was also one written resolution that is regarded as having been passed at a Board of Directors meeting, in accordance with the Articles of Incorporation and Article 370 of the Companies Act.

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