We are improving our governance to sustain growth and increase corporate value.
In line with its corporate philosophy, OSAKI Group emphasises the interests of shareholders and other stakeholders. The enhancement of governance is important for the long-term maximisation of corporate value, and we will continue to work to increase management efficiency, transparency and fairness.
Following its fundamental approach, the basic policy of the OSAKI Group for corporate governance is as follows.
1. Ensure the substantial rights and equality of shareholders.
2. Maintain good relationships with stakeholders, including business partners, shareholders, financial institutions, employees and local communities.
3. Ensure transparency through the timely disclosure of corporate information.
4. Ensure that Board directors and corporate auditors fulfil their fiduciary and accountability responsibilities to shareholders.
5. Engage in constructive dialogue with shareholders.
OSAKI ELECTRIC has a board of four auditors that includes two independent auditors, providing an auditing function for objective management oversight.
The Board of Directors has 15 members, two of whom are independent directors. Independent directors take part in management and can provide appropriate advice concerning overall management of the Company. This reinforces the decision-making and supervision of the Board and improves enterprise value.
The Board of Directors decides matters established by law and important management matters, and oversees the execution status of business activities. It meets once a month, or as required, to respond flexibly to changes in the management environment and keep the business operating efficiently. This is aided by a management meeting of senior directors held once a week to discuss the execution of daily operations and management issues.
In February 2019, a Nomination and Remuneration Advisory Committee was established as an advisory body to the Board of Directors. The new committee strengthens the fairness, objectivity and transparency of nomination and remuneration procedures.
The company seeks persons who have extensive management experience and practical knowledge as well as keen insight based on those qualities. These persons are appointed as directors or auditors who are independent of the management team. We expect these officers to provide good, independent advice, supervision and auditing of our business operations and activities.
Criteria used by OSAKI ELECTRIC to determine the independence of these officers are based on the listing guidelines of the Tokyo Stock Exchange.
Nomination and Remuneration Advisory Committee
On 13th February, 2019, OSAKI ELECTRIC established a Nomination and Remuneration Advisory Committee as an advisory body to the Board of Directors. The new committee strengthens the fairness, objectivity and transparency of procedures relating to the nomination and remuneration of directors and auditors.
The Advisory Committee has seven members, the majority of whom are independent directors or auditors. The chairman is an independent director.
The role and purview of the Advisory Committee are as shown here.
1. Matters concerning the appointment and dismissal of directors and auditors
2. Independence standards for independent officers
3. Matters concerning the selection and dismissal of representative directors
4. Matters concerning the selection and dismissal of executive directors
5. Director remuneration system and remuneration determination policy
6. Details of remuneration for individual directors
7. Remuneration limits for directors and auditors
8. Other matters deemed necessary by the Board of Directors
Evaluating the effectiveness of the Board of Directors
OSAKI ELECTRIC conducts regular analysis and evaluation of the functioning of the Board of Directors to make continuous improvements as required.
Starting from the fiscal year ended 31st March, 2019, a questionnaire is given each year to all directors and corporate auditors. This is done under the supervision of an outside consultant and the results are used to check the current status of the Board’s function.