Contributing Over the Long Term

In order to achieve sustainable growth and improve our corporate value over the medium to long term, our policy is to contribute to the development of society based on our management philosophy and further improve corporate governance through appropriate collaboration with shareholders and all other stakeholders, proactive and fair disclosure of corporate information, improvement of the effectiveness of the Board of Directors, and engaging in constructive dialogue with shareholders.

Corporate governance structure

Nihon Dengi is a company with an Audit and Supervisory Committee. Under this system, the Company’s Board of Directors (seven Directors, comprising four Directors who are not Audit and Supervisory Committee Members and three outside Directors who are Audit and Supervisory Committee Members) meets once a month in principle and at other times as necessary to make decisions on basic management policies and other legally mandated matters, as well as to supervise management from an independent standpoint.
In addition, the Executive Committee meets once a month in principle and at other times as necessary to deliberate and make decisions on important matters related to business execution, etc., promptly.

The Audit and Supervisory Committee, which consists of three Audit and Supervisory Committee Members (Toshihiko Uzaki, Fumiko Kishimoto, and Michihiro Kudo), meets once a month in principle. The Audit and Supervisory Committee monitors the status of internal audits and internal controls and audits the execution of duties by Directors, etc., by means of cooperation with the internal audit department and the Financial Auditor and on the basis of reports received from Directors, etc., who are not Audit and Supervisory Committee Members.

We have introduced an executive officer system in order to separate supervision from business execution, clarify the respective roles, and expedite decision-making, with executive officers playing a central role in business execution departments to ensure the thorough implementation of management policies, etc., resolved by the Board of Directors and to improve efficiency of business execution.

Furthermore, in order to strengthen the transparency, fairness, and objectivity of procedures related to the election of candidates for Directors and the remuneration of Directors (excluding Audit and Supervisory Committee Members), as well as to enhance corporate governance, we have voluntarily established the Election and Remuneration Committee, which comprises all independent outside Directors (namely, Audit and Supervisory Committee Member Toshihiko Uzaki, Audit and Supervisory Committee Member Fumiko Kishimoto, and Audit and Supervisory Committee Member Michihiro Kudo) as well as Representative Director and President Ryosuke Shimada, as an advisory body (the majority of whose members are independent outside Directors) to the Board of Directors.

We have adopted the current framework as we believe that it will further strengthen the supervisory function of the Board of Directors and our corporate governance structure.

Our corporate governance structure is as follows.

Corporate governance structure

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