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Corporate Governance System
| We created a corporate governance system including a new Management Committee and other elements after our merger in October 2004. Going forward we will strive to create a structure that fits our business model with ever more transparency. |
1. Management Structure
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The Board of Directors is composed of 16 board members and four standing auditors, two of whom must be outside directors (one of these must be independent).
We have also implemented an operating officer system to enhance quick decision making. The new Management Committee consists of working directors and auditors and operates separately from the board of directors in order to achieve rapid decision-making on important issues facing the company. |
2. Auditing Structure
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In keeping with the changes made to Japan’s Commercial Code in April 2003, we determined that, given Taiyo Nippon Sanso’s company characteristics and the lack of outside directors, we would adopt an auditing system instead of governance committees. Currently, our board of auditors consists of four auditors, two of whom are outside auditors, and one staff member.
Auditors sit in on meetings of the board of directors and the Management Committee, and they oversee compliance and management efficiency by communicating with auditors and representatives from subsidiaries. There is also a Corporate Audit Office operating directly under the auspices of the president whose job it is to oversee legitimate operations and efficiency. Through close communications with auditors and audit corporations, this office supports efficient auditing. |
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| Pursuing Compliance >> |
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