Corporate Governance Overview

Fundamental View of Corporate Governance

Optimus Group's values in Corporate Governance encompass transparency and fairness, combined with a structure that enables swift and resolute decision-making. The most significant task in business management involves attentively listening to and comprehending every point of view from our diverse stakeholders, including customers, partner enterprises, and society.

The basic policy for corporate governance shall be laid down as follows:

  1. The Company respects the rights of shareholders, endeavours to secure these rights, and aims to create an environment in which shareholders can properly exercise them.
  2. We also respect stakeholders other than our shareholders and strive for appropriate collaboration with them.
  3. The Company also proactively works on information disclosure beyond what is required by laws and regulations.
  4. The Board of Directors, Audit & Supervisory Committee, and management will strive to fulfill their roles and responsibilities appropriately.
  5. The Company strives to engage in constructive communication with shareholders outside of the General Shareholder's Meeting. Directors and senior executives shall carefully consider the input from shareholders received through such communications and endeavour to link them to the medium to long-term value improvement of the Group.

By working towards the realization of effective corporate governance, the Company shall pursue sustainable growth and the enhancement of medium to long-term corporate value.

Overview of the Corporate Governance Framework

As part of our corporate governance framework, we have adopted a company structure with an Audit & Supervisory Committee in accordance with applicable laws and regulations.

Our organisational structure comprises the General Meeting of Shareholders, the Board of Directors, the Audit & Supervisory Committee, and an Accounting Auditor. In addition, we have established several specialised committees, including the Management Meeting, the Nomination and Compensation Advisory Committee, the Conflict of Interest Special Committee, the Risk Management Committee, the Compliance Committee, the Sustainability Promotion Committee, and the Internal Audit Office.

The diagram below provides an overview of our corporate governance framework.

Overview of the Corporate Governance System (chart)

In addition to the Shareholder's Meeting and optional committees, there are various other bodies to consider. These include:

Board of Directors

The Board of Directors is responsible for determining the Company's business execution and overseeing the performance of duties by the Directors. The Board of Directors consists of a total of 9 members, comprising 5 Directors (excluding members of the Audit and Supervisory Committee) and 4 Directors who are members of the Audit & Supervisory Committee. The Board of Directors convenes regular monthly meetings and holds extraordinary meetings as required.

Audit & Supervisory Committee

The Audit & Supervisory Committee is responsible for supervising the execution of directors' duties and preparing audit reports. They also determine the content of proposals for the nomination, dismissal, and reappointment of the Accounting Auditor. This committee is composed of four directors who are members of the Audit & Supervisory Committee.

Fortnightly Meeting

The Fortnightly Meeting has been established to facilitate information sharing and the exchange of views on the overall management of the Group's businesses. It is primarily composed of executive directors who are responsible for the day-to-day management and execution of the Group's operations.

At these meetings, participants engage in in-depth and broad-ranging discussions from a business execution perspective regarding the business environment and developments across the Group. Through these discussions, the Company promotes a shared understanding of business conditions, facilitates collaboration across businesses, and enhances the quality of management decision-making.

Accounting Auditor

The company has entered into an audit agreement with Ernst & Young ShinNihon LLC. Ernst & Young ShinNihon LLC conducts audits of the company in accordance with the Companies Act and the Financial Instruments and Exchange Law.

Management Meeting

The purpose of the management meeting is to discuss important management issues related to the overall execution of business. The Management Meeting is attended by full-time directors, executives in business executing divisions, and the head of the Internal Audit Office. They hold regular meetings at least once a month.

Nomination and Compensation Advisory Committee

An optional advisory body has been established under the Board of Directors with the aim of strengthening the independence, objectivity, and accountability of the functions of the Board of Directors regarding the nomination and remuneration of Directors. In response to the Board of Directors' consultation, the committee deliberates and reports to the Board of Directors on matters relating to the appointment and dismissal of Directors and remuneration. Chaired by an independent outside director, the majority of the committee members are independent outside directors.

Conflict of Interest Special Committee

The Conflict of Interest Special Committee has been established as an optional advisory body under the Board of Directors to appropriately manage and reduce potential conflicts of interest in the Group's business. In response to the consultation of the Board of Directors, it deliberates on matters relating to conflicts of interest for the entire Group and reports to the Board of Directors. The Committee consists of the President & CEO as chairman, directors as committee members, full-time directors who are Audit & Supervisory Committee members as supervisors, presidents of the Group Company or general managers appointed according to the content and matters to be discussed, and an outside lawyer.

Risk Management Committee

The Risk Management Committee has been established to oversee and promote the effective management of risks that may adversely affect the Group's business activities, management operations, or officers and employees, and to ensure the implementation of appropriate risk mitigation measures.

The Committee is chaired by the President & CEO and consists of Directors and management personnel appointed by the Chairperson. In addition to four regular meetings each year, the Committee convenes on an ad hoc basis as necessary.

Compliance Committee

The Compliance Committee has been established to oversee the Group's compliance framework, monitor compliance across the Group, prevent compliance violations, and ensure appropriate responses to any compliance incidents that may arise.

The Committee is chaired by the President & CEO and consists of the head of the compliance function, other Directors, and management personnel appointed by the Chairperson. In addition to four regular meetings each year, the Committee convenes on an ad hoc basis as necessary.

Sustainability Promotion Committee

The Sustainability Promotion Committee has been established to oversee and discuss sustainability-related matters across the Group, including the formulation of sustainability action plans and the evaluation of activities and their outcomes.

Chaired by the Chief Sustainability Officer, who also serves as a member of the Board of Directors, the Committee convenes twice annually and additionally as necessary.

Internal Audit Office

Internal audits are conducted for the business activities of the Group, and the purpose is to maintain the soundness and proper execution of business. By auditing the business activities of the Group from an independent standpoint, separate from execution activities, it reviews whether the business is operated effectively and efficiently in accordance with management policies, management plans, internal rules, and various regulations.