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In implementing corporate governance, the Nisshinbo Group focuses on improving profits for shareholders and works to ensure management transparency, strengthen accountability, thoroughly adhere to corporate ethics, and make swift and accurate management decisions.
Nisshinbo has adopted the following corporate governance structure with the aim of increasing shareholder benefit:
• Corporate format: Corporation with internal auditors
• Number of directors: 12 (including 3 outside directors)
• Term of office of directors: 1 year
• Number of statutory auditors: 4 (including 2 outside auditors)
• Incentives: Stock option plan
Nisshinbo’s governance structure, which is centered on the Board of Directors, is a simple one, based on thorough deliberations and prompt and appropriate management decision making. We believe that it functions effectively.
The Board of Directors meets monthly to deliberate on key matters and investigate the execution of the company’s business. The Board also holds extraordinary meetings when needed. In addition, Nisshinbo has introduced a managing officer system to speed up business activities by separating management decision making and business execution functions.
The three outside directors attend Board of Directors’ meetings and present wellinformed opinions and proposals. The four statutory auditors also attend Board of Directors’ meetings to present opinions in a timely manner, as well as to monitor and gain a better understanding of business operations. In addition, the auditors collaborate with the company’s certified public accountants and the Internal Audit Department to enhance auditing functions through internal auditing and the monitoring of subsidiaries.
