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【参・企英・ガバナンス】カテゴリタイトル

governance

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Corporate Governance Structure

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Corporate Governance Structures

Oji Holdings oversees the formulation of Group management strategies and Group governance. Oji Group has adopted a COMPANY system under which each COMPANY, made up of closely-related businesses, plays a central role in businesses operations. This structure accelerates decision making by each business unit and clarifies management responsibilities. In addition, as a company with an Audit & Supervisory Board, Oji Holdings reinforces Group-wide governance through audits ofthe execution of duties by Directors carried out by the the Audit & Supervisory Board Members and the Audit & Supervisory Board.
The Nomination Committee and Compensation Committee were established as advisory bodies to the Board of Directors. These two Committees enhance the objectivity and transparency of decision making, and the Compensation Committee analyzes the effectiveness of and deliberates on evaluations of the Board of Directors.



Board of Directors and Audit & Supervisory Board

Purpose of the Board of Directors

Based on its fiduciary responsibility and accountability for shareholders, the Board of Directors performs the following roles to promote sustainable growth and increase medium- to long-term corporate value of the Oji Group, and to improve profitability and capital efficiency.

  • The Board of Directors makes decisions on important items of business execution within the scope prescribed by the Board of Directors Regulations. The important items of business execution include formulation of Management Philosophy and Management Strategy which set forth the direction of the Group as a whole, and execution of investments based on the Philosophy and Strategy.
  • The Board of Directors supports prompt and decisive decisions regarding the issues/matters not pertaining to the Board of Directors’ resolutions, by determining in the Group Regulations the issues/matters that pertain to deliberation by Management Meetings and execution authority of Executive Directors.
  • The Board of Directors performs highly effective supervision of Executive Directors and Corporate Officers from an independent and objective standpoint.
  • The Board of Directors engages in construction of internal control systems, development of risk management systems, and supervision of their operational status.

Composition of the Board of Directors

The maximum number of Directors is 15 in principle, and at least 2 of them are Independent Outside Directors. In addition, 21 Corporate Officers, 11 of whom serve concurrently as Directors, are selected to speed up decision-making, strengthen the business execution system, and clarify executive responsibilities.

Officers

Although we organize the Board of Directors taking notice of the balance of diverse knowledge and expertise related to our businesses, there currently are only male Directors. And therefore, we have focused our efforts on promoting the active participation of women, and will continue to develop and invite appropriate human resources from the perspective of diversity. Please refer to the Article 4 of the “Fundamental Policies on Corporate Governance” for details on our views on the composition of the Board of Directors.

Purpose of the Audit & Supervisory Board

Audit & Supervisory Board Members and the Audit and Supervisory Board conduct operational audits and accounting audits from an independent and objective standpoint, based on their fiduciary responsibility for shareholders.
Audit & Supervisory Board Members and the Audit and Supervisory Board strive to actively exercise their authority through actively combining the advanced information gathering capabilities of Standing Audit & Supervisory Board Members and the strong independence of Independent Outside Audit & Supervisory Board Members while maintaining cooperation with Independent Outside Audit & Supervisory Members.

The Audit & Supervisory Board, consisting of 5 Audit & Supervisory

Board Members (including 3 Independent Outside Audit & Supervisory Board Members), ensures transparency and monitors and verifies management. Audit & Supervisory Board Members attend the Board of Directors and other important meetings based on the audit plan established by the Audit & Supervisory Board to audit Directors’ execution of duties. Nobuko Otsuka, an Audit & Supervisory Board Member, has experience in taxation, accounting and internal audit at a Taxation Bureau, a tax accountant corporation, as well as Oji Holdings Corporation, and has considerable financial and accounting knowledge. And despite the absence of financial experts, Independent Outside Audit & Supervisory Board Members are provided with the training they need to fulfill their individual roles and responsibilities when they are appointed. (Chapter2, Article 14 of the “Fundamental Policies on Corporate Governance”)



Independent Outside Directors and Independent Outside Audit & Supervisory Board Members

Activities and Reasons for Selection of Outside Officers

Oji Holdings has appointed two Independent Outside Directors and three Independent Outside Audit & Supervisory Board Members. All Outside Officers attend the Board of Directors and the twice-monthly briefing sessions conducted by the Director responsible for the Corporate Governance Division regarding the agenda of the Management Meetings and issues/matters to be discussed by the Board of Directors. The two Independent Outside Directors are also members of the Nomination Committee and the Compensation Committee. Candidates for Independent Outside Directors are those with a high level of expertise and broad knowledge who are capable of expressing opinions that are independent from management and from the viewpoints of various stakeholders. Candidates for Independent Outside Audit & Supervisory Board Members are those who have excellent personalities and knowledge, a high level of expertise, and extensive experience. Regarding Independent Outside Directors and Independent Outside Audit & Supervisory Board Members, the content of the Holdings Management Meeting and the Group Management Meeting is reported twice a month, in principle. Through these opportunities, reports and opinions are exchanged in order to form a collaborative relationship.

Nomination Committee and Compensation Committee

Purpose of Nomination Committee

The Nomination Committee deliberates and reports to the Board of Directors on the following issues/matters in order to strengthen the independence, objectivity, and accountability of functions of Directors concerning the nomination of Officers and Corporate Officers by obtaining appropriate involvement and advices from Independent Outside Directors.

  • Nomination policies for candidates for Directors and Audit & Supervisory Board Members
  • Selection policies for Corporate Officers
  • Nomination policies for candidates for Directors and Audit & Supervisory Board Members
  • Selection policies for Corporate Officers
  • Nomination of candidates for Directors and Audit & Supervisory Board Members, selection of Corporate Officers
  • Dismissal of Directors, Audit & Supervisory Board Members, and Corporate Officers who do not fulfill the nomination and selection policies
  • Succession planning for the President and Chief Executive Officer
  • Selection and dismissal of Corporate Advisors

Composition and Meeting of Nomination Committee

The Nomination Committee consists of the Chainman, the President and all Independent Outside Directors.
The President chairs the Committee. Twice held in FY2018 (April1 to March 31). The attendance is as follows:

   Kiyotaka Shindo (Chairman):      100%
 Susumu Yajima (President):     100%
 Michihiro Nara (Independent Outside Director):     100%
 Nobuaki Terasaka (Independent Outside Director): 100%
*Positions as of 2018


Purpose of Compensation Committee

The Compensation Committee deliberates and reports to the Board of Directors on the following issues/matters in order to strengthen the independence, objectivity, and accountability of functions of Directors concerning the compensation of Directors and Corporate Officers by obtaining appropriate involvement and advices from Independent Outside Directors.

  • Compensation structure and standards of Directors and Corporate Officers
  • Evaluation of Directors and Corporate Officers
  • Analysis and evaluation of the effectiveness of the Board of Directors
  • Compensation structure and standards of Corporate Advisors

Composition and Meeting of Compensation Committee

The Compensation Committee consists of the Chainman, the President and all Independent Outside Directors. The President chairs the Committee. Three times held in FY2018 (April1 to March 31). The attendance is as follows:

Meetings of the Compensation Committee

 Kiyotaka Shindo (Chairman):     100%
 Susumu Yajima (President):    100%
 Michihiro Nara (Independent Outside Director):     100%
 Nobuaki Terasaka (Independent Outside Director): 100%
*Positions as of 2018


Total Amount of Compensation for Directors and Audit & Supervisory Board Members

The amount of compensation paid to Directors and Audit & Supervisory

Board Members is disclosed in total and breakdown by type in the Business Report and the Securities Report. In FY2018, total compensation for 15 Directors was \782 million (base compensation \337 million, bonus \251 million, stock compensation \194 million).Compensation for 5 Audit & Supervisory Board Members was \90 million.

Total compensation is within the limit set by the general meeting of shareholders. The total of base compensation and bonuses was set by resolution at the 92nd annual meeting of shareholders on June 29, 2016 to no more than ¥700 million annually, and stock-based compensation was set, separately from the above ¥700 million annual amount, to no more than 570,000 points (normally, one point is equal to 1 share of Oji Holdings Corporation’s stock) per fiscal year. With the introduction of the program, new grants of stock options were terminated. The compensation of Independent Outside Directors comprises base compensation only.

Total compensation for Audit & Supervisory Board Members is determined through discussion among the Audit & Supervisory Board Members within the limit set by resolution of the general meeting of shareholders. The total amount of compensation was set by resolution at the 82nd annual meeting of shareholders on June 29, 2006 to no more than ¥97 million annually.

Please refer to the Securities Report and or ESG Data for details concerning performance-linked compensation including bonuses and stock-based compensation.

NOTICE OF THE 95TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

ESG Data