Corporate Governance Framework

At the 36th General Meeting of Shareholders held on June 28, 2016, Nihon Chouzai resolved to transition from being a company with a board of corporate auditors to a company with an Audit and Supervisory Committee. The Board of Directors, which is generally convened once a month,  is made up of 8 directors (excluding directors who are Audit and Supervisory Committee members, and including two outside directors) and three directors who are Audit and Supervisory Committee members (including two outside directors). The role of the Board is to decide on important matters stipulated by laws and regulations and oversee the performance of duties by executives. President and CEO Naoto Kasai serves as the Chairperson of the Board of Directors.

The Audit and Supervisory Committee, which is generally convened once a month, is made up of three directors, including two outside directors. They carry out their oversight functions by exercising their voting rights at meetings of the Board of Directors, as well as auditing performance of duties by directors and preparing audit reports. Director Nobuyuki Hatakeyama serves as the Chairperson. Moreover, Deloitte Touche Tohmatsu LLC was appointed to be the accounting auditor for the company to ensure proper accounting and management transparency.

The Nomination and Compensation Committee comprises three or more members who are directors, the majority of whom are independent outside directors. The Nomination and Compensation Committee deliberates upon and responds to inquiries from the Board of Directors on such matters as nominations and remuneration of directors. The Chairperson is President and CEO Naoto Kasai. The other members are Chairman and Representative Director Hiroshi Mitsuhara, Outside Director Yoshimitsu Onji, Outside Director Mikiharu Noma, Outside Director Shio Harada, and Outside Director Tomomi Nakano.

(as of June 23, 2023)