Overview of the Governance Structure
As a foundation of the structure to ensure the efficient performance of the directors' duties, the Board meets regularly, once a month in principle, and holds extraordinary meetings when necessary, to make decisions concerning important business operations for the Company and its Group companies.
The directors also share information on material facts that occur in the Group companies to implement risk management in an appropriate and swift manner.
Along with clearly defining the duties of each director, the Company clarifies their roles in business execution by the Organization Regulation and also appoints a responsible leader for each department and function. Through this system, the Company ensures that each duty is carried out in an appropriate and efficient manner. Meanwhile, the appointment of outside directors who possess a wealth of expertise and experience in corporate management enriches discussions in the Board meetings with diverse viewpoints, and enhances the rationality and appropriateness of decision making, thereby increasing the effectiveness of the Group's corporate governance system.
Reasons for Adopting the Current Corporate Governance System
As a company with corporate auditors (the board of corporate auditors), the Company enhances the monitoring and supervisory functions and secures transparency and soundness of its management by having the corporate auditors fulfill management supervisory duties. In addition to the corporate governance system primarily based on the management supervision by the corporate auditors, the Company has appointed more than one highly independent outside director and auditor aiming at strengthening and enhancing the effectiveness of management supervision by the Board of Directors and transparency and soundness of the management. Furthermore, the Company has voluntarily established the “Nomination & Remuneration Committee,” which is an advisory body for the board of directors. The “Nomination & Remuneration Committee,” the majority of whose members are independent outside directors and that is chaired by an independent outside director, conducts independent discussions for appointing directors and determining remunerations.
Organization for Corporate Governance
Corporate Auditors and the Board of Corporate Auditors
The Company has established the Board of Corporate Auditors composed of 4 corporate auditors (including 2 full-time members), and three of them are outside corporate auditors. Corporate auditors attend important meetings such as the Board of Directors and the Management Committee to actively express their opinions. At the same time, they conduct surveys of each department and subsidiaries in accordance with the annual audit plan of Corporate Auditors and audit the business execution of directors.
The Board of Corporate Auditors basically meets once a month to exchange opinions with Directors and other core employees, as well as with the corporate auditors of subsidiaries. While sharing with the part-time corporate auditors the status of daily audits conducted by the full-time corporate auditors, the Board of Corporate Auditors conducts comprehensive audits focusing on priority audit items, such as the status of the development of the Group’s internal control system in accordance with the Companies Act and the Financial Instruments and Exchange Act, the Group compliance system, and the verification and follow-up of the status of responses to high-level risks.
In addition, the Company receives reports on audits from the accounting auditor from time to time, and also receives reports from the Internal Audit Department on the status of internal audits. The rate of attendance at meetings of the Board of Corporate Auditors in Fiscal Year 2021 was 100%.
Status of Major Activities Conducted by Outside Auditors in FY2021
Corporate Auditor: Akira Ogawa
Mr. Ogawa attended all of the 16 Board of Directors meetings and all of the 15 Board of Corporate Auditors meetings held in thefiscal year ended March 31, 2022. With regard to business deliberation and other matters, he provided advice as necessarybased on extensive experience and knowledge of business management in the field of international finance.
Corporate Auditor: Tsutomu Takahashi
Mr. Takahashi attended 15 of the 16 Board of Directors meetings and all of the 15 Board of Corporate Auditors meetings held in thefiscal year ended March 31, 2022. With regard to business deliberation and other matters, he provided advice as necessarybased on his high level of expertise in the accounting field andabundant audit experience.
Corporate Auditor: Jun Otomo
Mr. Otomo attended all of the 16 Board of Directors meetings and all of the 15 Board of Corporate Auditors meetings held in thefiscal year ended March 31, 2022. With regard to business deliberation and other matters, he provided advice as necessarybased on his extensive insight into the Media Business.