Approach to Corporate Governance / Corporate Governance Structure
Fundamental View of Corporate Governance
Optimus Group values "Corporate Governance" represent; transparency and fairness with a structure that can make swift and resolute decision-making. The most significant task in business management is adhering listening and understanding each point of view from our diverse stakeholders such as, customers, partner enterprises, and society.
Basic policy for corporate governance shall be lay down as follows.
1.The Company respects the rights of shareholders, strives to secure the rights of shareholders and to create an environment in which shareholders can properly exercise those rights.
2.We also respect stakeholders other than our shareholders, and strive for appropriate collaboration with stakeholders other than our shareholders.
3.The Company also proactively work on information disclosure other than disclosure prescribed on laws and regulations.
4.Board of Directors, Audit & Supervisory Committee, and managements will strive to fulfil their roles and responsibilities appropriately.
5.The Company strive to communicate constructively with shareholders at places other than the General Shareholder’s Meeting. Directors and senior executives shall fully consider the options of shareholders obtained through such communications, and try to connect them to the medium to long term value improvement of the Group.
By working to realize the effective corporate governance, the Company shall work for sustainable growth and medium to long term corporate value improvement.
Overview of corporate governance system
As a corporate governance system, we have adopted a company with an Audit & Supervisory Committee, and as an organization conforms with laws and regulations, we have General Meeting of Shareholders, Board of Directors, Audit & Supervisory Committee, and an Accounting Auditor. Also, as an arbitrary committee, we have set up Management Meeting, Nomination and Compensation Advisory Committee, Conflict of Interest Special Committee, Risk Management Committee, Compliance Committee, and Internal Audit Office.
The diagram below illustrates our corporate governance system.
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Overview of various body apart from General Meeting of Shareholders, and optional committees etc. as follows.
Board of Directors
Board of Directors has the authority to determine the business execution of the Company, and to oversee the execution of duties by Directors. Board of Directors are total of 9 members, consisting of 5 Directors (excluding of the director that is Audit and Supervisory Committee member), and 4 Directors that is member of Audit & Supervisory Committee. The Board of Directors holds a meeting monthly, and extraordinary meetings as deemed.
Audit & Supervisory Committee
Supervising of directors’ execution of duties and preparation of audit reports, determination of the content of the proposal for nomination, dismissal, and refusal of reappointment of the Accounting Auditor. Formulated with 4 directors who is Audit & Supervisory Committee member.
The Company has entered into an audit agreement with Ernst & Young ShinNihon LLC. Ernst & Young ShinNihon LLC has conducted audits of the Company based on the Companies Act and the Financial Instruments and Exchange Law.
The purpose of the management meeting is to discuss important management issues in the overall execution of business. Management Meeting consists of full-time directors, executives in business executing divisions and the head of the Internal Audit Office and holds 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 of 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, majority of the committee members are independent outside directors.
Conflict of Interest Special Committee
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, deliberates on matters relating to conflicts of interest for the entire Group and reports to the Board of Directors. The Committee consists of President & CEO as chairman, directors as committee member, full-time directors who is Audit & Supervisory Committee member as a supervisor, presidents of the Group Company or general managers appointed according to the content and matters to be discussed, and outside lawyer.
Risk Management Committee
Established to appropriately manage various risks that may affect the Group's business activities, management and operation, or the Company's executives and employees, and to promote and control activities to implement countermeasures. The committee is chaired by the President & CEO, consists of managers appointed by directors and the chair, holds 2 regular meetings annually, and extraordinary meetings as deemed.
The purpose of this committee is to monitor the compliance status of the Group, prevent compliance violations, and respond appropriately to any violations. The committee is chaired by the President & CEO, and consisting of person in charge of compliance division, and managers appointed by directors and the chairman, and holds 2 regular meetings annually, and extraordinary meetings as deemed.
Internal Audit Office
Audits are conducted for the business activities of the Group, and the purpose is to maintain soundness and proper execution of business. By auditing the business activities of the Group in independent standpoint from execution activities, reviews whether the business is operated effectively and efficiently in accordance with management policies, management plans, internal rules and various regulations.