Corporate Governance Structure

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 Board of Corporate Auditors, SKY Perfect JSAT Holdings Inc. aims to ensure the soundness and transparency of management and strengthen the monitoring and supervising functions by having the corporate auditors fully monitor corporate management. In addition to the corporate governance system being primarily based on the monitoring of corporate management by the corporate auditors, the Company has appointed multiple outside auditors and directors with high levels of independence for the purpose of further increasing the effectiveness of the supervision of management by the Board of Directors as well as the transparency and soundness of management. The Company has also established the Nomination and Remuneration Committee to act as an optional advisory body to the Board of Directors.
Outside directors account for more than half the members of this Committee, with an outside director acting as chairman, allowing the Committee to issue independent reports in regard to remuneration and nominations.

Organization for Corporate Governance

  • Organization for Corporate Governance

Corporate Auditors and the Board of Corporate Auditors

Our company has established a Board of Auditors that consists of four members, and all four auditors are outside auditors. Corporate auditors attend important decision-making meetings, including meetings of the Board of Directors and Management Committee, and in addition to actively exchanging ideas and opinions, they conduct investigations of departments and subsidiaries within the company organization based on the annual plan, and they audit the business performance of the directors. Additionally, the Board of Corporate Auditors receives auditing reports from the accounting auditor as necessary, as well as reports regarding the state of internal audits within the Internal Audit Department, and its members exchange opinions regarding the auditors' suggestions and the status of internal controls.

Status of Major Activities Conducted by Outside Auditors in FY2017

Corporate Auditor: Itaru Nishimura

Mr. Nishimura attended all of the 15 Board of Directors meetings and all of the 14 Board of Corporate Auditors meetings held in the fiscal year ended March 31, 2019. With regard to business deliberation and other matters, he provided advice as necessary based on his abundance of experience and knowledge that he has acquired at a general trading company.

Corporate Auditor: Akira Ogawa

Mr. Ogawa attended all of the 15 Board of Directors meetings and 13 of the 14 Board of Corporate Auditors meetings held in the fiscal year ended March 31, 2019. With regard to business deliberation and other matters, he provided advice as necessary based on his abundance of experience and knowledge of business management in the field of international finance.

Corporate Auditor: Toshiaki Katsushima

Mr. Katsushima attended all of the 15 Board of Directors meetings and all of the 14 Board of Corporate Auditors meetings held in the fiscal year ended March 31, 2019. With regard to business deliberation and other matters, he provided advice as necessary from his standpoint as a certified public accountant and a certified tax accountant based on his abundance of experience and knowledge in the field of financial accounting.

Corporate Auditor: Mikio Kokubu

Mr. Kokubu attended all of the 11 Board of Directors meetings and all of the 10 Board of Corporate Auditors meetings held since assuming office. With regard to business deliberation and other matters, he provided advice as necessary based on his abundance of experience and knowledge in the broadcasting industry.