Outline of Akebono’s Corporate Governance Structure (Fiscal 2016)Type of governance modelA company with an Audit & Supervisory Board Executive Officer SystemYesDirector’s term stipulated by the articles of incorporation2 yearsChairman of the BoardRepresentative Director, Chairman and PresidentNumber of acting directors7Of whom, outside directors3Of whom, those registered as independent directors3Number of Board of Directors meetings held during fiscal 201613Outside directors’ average board meeting attendance rate during fiscal 2016100%Number of Audit & Supervisory Board members5Of whom, outside members3Of whom, those registered as independent auditors3Outside Audit & Supervisory Board members’ board meeting attendance rate during fiscal 201697%Board of Directors’ advisory organs (voluntary)Nomination Advisory Committee, Compensation Advisory CommitteeIndependent auditorDeloitte Touche TohmatsuBoard of Directors’ Advisory Committees (voluntary)CommitteenamesDirector Nomination Advisory CommitteeDirector Compensation Advisory CommitteeRoleFormulation of selection criteria of directors, Audit & Supervisory Board members, including outside members, and executive ofcers, nomination of candidates, and appropriate involvement in the selection and development plans of successor candidates such as for Chief Executive Ofcer, together with reporting to the Board of Directors Compensation structure of directors (including executive ofcers), compensation standards, process of compensation determination (including evaluation criteria and allocation) and other setting verications, and reporting to the Board of DirectorsCompositionInternal director2Outside director3Internal director2Outside director3Committee member (Chairperson)Internal directorInternal directorFrequency of meetingsIn principle once every half year, with special meetings as neededIn principle once every half year, with special meetings as neededInternal Audit Ofce.The chairperson assigns a certain department (or an individual) as the secretariat of each internal important body. The secretariat is responsible for conducting paperwork such as notices of agenda and minutes.In order to ensure appropriate business execution by members of management, a three-way audit system is applied by means of the Audit & Supervisory Board Members and the Audit & Supervisory Board, the independent auditor, and the Internal Audit Ofce. Audit & Supervisory Board Members attend essential management meetings, such as the Board of Directors meetings, to monitor the processes of important decision-making and the execution status of business operations. These members also exchange opinions with directors in order to examine without delay any matters that could have a serious impact on Akebono’s management or performance, and then respond promptly.The remuneration for directors and Audit & Supervisory Board Members is determined by the Company’s rules and the compensation criteria are clearly disclosed. Compensation for directors consists of xed remuneration and performance-based remuneration. The xed portion is basic compensation for duties and is based on positions. The performance-based portion is determined based on the performance of the Company and individual directors. The amount of remuneration for each director is allocated within limits approved by the General Meeting of Shareholders The total amount of Audit & Supervisory Board Members’ remuneration is also determined by the General Meeting of Shareholders, and the individual allocations are decided through consultation with the Audit & Supervisory Board.The members of the Audit & Supervisory Board, Akebono’s independent auditor Deloitte Touche Tohmatsu, 3PARTand the Internal Audit Ofce closely cooperate by mutually exchanging information such as annual plans and audit reports, and by holding regular opinion-exchanging meetings.Outside Directors and Outside Audit & Supervisory Board MembersOf the seven current directors, Akebono has appointed three independent outside directors with a variety of experience and skills. Their role is to strengthen the corporate governance structure by reinforcing the Board of Directors’ management monitoring functions, and contributing advice to management that will help improve medium- and long-term corporate value.Furthermore, three out of the ve Audit & Supervisory Board Members are outside Audit & Supervisory Board Members, thereby ensuring that the audit system functions from a more independent perspective, and strengthening the audit function of management.Akebono aims to collaborate with outside directors and Audit & Supervisory Board Members and to strengthen its corporate governance system. It therefore regularly convenes opinion-exchanging meetings between representative directors and outside directors, and between representative directors, outside directors, and outside Audit & Supervisory Board Members.Cooperation among Audit & Supervisory Board Members, the Independent Auditor, and the Internal Audit OfceThe Audit & Supervisory Board Members and the Audit & Supervisory Board receive appropriate explanations about the audit content from the independent auditor, and provide cooperation, such as witnessing the audits of the independent auditor, if necessary. In addition, they have regular meetings with the independent auditor as regards the audit system, the audit plan, and the audit implementation status. The Audit & Supervisory Board Members and the Internal Audit Department comprise a mutually complementary system in order to enhance the effectiveness of each audit. They cooperate in conducting G Sustainable ManagementGovernance|Toward Sustainable Growth39 AKEBONO REPORT 2017

元のページ  ../index.html#40