Reason for adopting present corporate governance structure and its overview.
In order to maintain flexible corporate governance based on the aforementioned basic policy, the Company has adopted the following system of corporate governance as of the date (June 27th, 2019) when the Securities Report was submitted.
- （a）The Company adopts an Audit & Supervisory Board.
- （b）There are currently 12 Directors and 3 Audit & Supervisory Board Members at the Company. The Board consists of 12 men, 4 of whom are Outside Directors. The Audit & Supervisory Board consists of 3 men, 2 of whom are outside members.
- （c）Although there are no staff members devoted solely to Outside Executives, a representative from the General Affairs Department handles schedule adjustments for board member meetings and provides guidance. Depending on the situation, the General Affairs representative may give an explanation beforehand to clarify the purpose of the meeting.
- （d）The Company has established company agencies in the form of a Board of Directors, an Audit & Supervisory Board, Management Meetings and a Compliance & Risk Management Committee.
・Board of Directors
The Board of Directors is composed of executives, including those outside the Company, as well as Audit & Supervisory Board Members and is led by the Company’s President & CEO. At scheduled monthly meetings and extraordinary meetings, the Board of Directors evaluates the necessity and validity of important management issues and individual projects in the context of compliance and independence of what is a listed company.
・Audit & Supervisory Board and Board Members
In cooperation with the Board of Directors, Audit & Supervisory Board Members play a role in supervising the Company. While the Company gives consideration to stakeholders’ interests, Audit & Supervisory Board Members work in cooperation with these stakeholders, realize corporate value and establish a solid corporate governance structure that can be trusted by society. In addition, Audit & Supervisory Board Members may attend Committee Meetings, etc. at any time to gain an understanding of the decision-making process and status of execution, in addition to the Board of Directors’ Meeting and Management Meeting of each Group company, and receive direct explanations regarding the Group’s executive employees.
The Audit & Supervisory Board is composed of all executive auditors including outside directors and is led by an Audit & Supervisory Board member in accordance with Audit & Supervisory Board regulations. At regularly scheduled board meetings once a month and ad-hoc meetings held as needed, the board members receive reports about the status of execution of each member’s duties, share information, and work to ensure the efficiency of the audit.
Management Meetings are composed of the Company’s executives (Full-Time Directors and Full-Time Audit & Supervisory Board Members as well as executives from each Group company (such as Norio Uemura, Hideo Asakura, Yoon Byeng Muk, Takashi Watanabe, Choi Sungwook, Yoshihiko Kusubae, Shigeyoshi Asano, Shuhei Tsuji, Kazuyuki Matsuoka, Atushi Morita, and Shushi Oide) as well as associated executives, and is led by the Company’s President & CEO. At regularly scheduled Management Meetings held every month and ad-hoc meetings held as needed, the group takes appropriate action by deliberating and reporting on the Group’s managerial policy, important matters in operational management as well as execution policy.
・Compliance & Risk Management Committee
The Compliance & Risk Management Committee is composed of executives (such as Ryuichi Atsuta, Taiji Hitachi, Yukihiro Nishikawa, Yoshihide Iimori, Fumio Iguchi, Norio Igurashi (an outside executive) and Ryuji Mizuta (an outside executive)) , nominated by the committee chairman, the Company’s President & CEO. This committee, which is held once per quarter in principle, strives for thorough compliment and risk management by determining policies and measures related to compliance in the management and duties of the Group and risk management as well as recommending corrections and improvements when a violation of law or company rules occurs.
J Trust Group's corporate governance system (as of June 27, 2019)
J Trust Group's corporate governance structure shown as below