The group-wide Management Philosophy of Iida Group Holdings Co., Ltd. (the “Company”) is “To contribute to the nurturing of an affluent society through the creation of a living environment where a greater number of people can live truly fulfilling lives.” Based on this Management Philosophy, the Company establish the group management policy and thinks that it is critical to enhance efficiency, transparency, and soundness of the Group management through active initiatives by the Board of Directors and the Supervisory Board for the purpose of ensuring sustainable corporate growth and improving corporate value over the medium to long term.
（1）Securing the rights and equal treatment of shareholders
The Company takes appropriate steps to substantially ensure the rights of all shareholders, including minority shareholders and foreign shareholders. At the same time, the Company strives to treat all shareholders equally in accordance to their equity interest and disclose information in an appropriate manner to prevent information gaps from arising between shareholders.
（2）Appropriate cooperation with stakeholders other than shareholders
The Company has established a group-wide Code of Conduct that clarifies our basic stance on matters such as corporate ethics and legal compliance. The Company strives to cooperate appropriately with our stakeholders by putting this Code of Conduct into practice.
（3）Ensuring appropriate information disclosure and transparency
The Company aims to earn the trust of all stakeholders, including shareholders, by providing information on the management strategies, business results, financial standing and other matters of the Company group (the “Group”) in a prompt, accurate and fair manner.
（4）Responsibilities of the Board of Directors
Given its fiduciary responsibility and accountability to shareholders, the Board of Directors sets the overall direction of the Company, including corporate strategies, to shareholders. At the same time, it promotes sustainable growth of the Group and enhancement of corporate value over the medium to long term to lead to higher profitability and capital efficiency by creating an environment supporting appropriate risk taking and engaging in highly effective supervision.
（5）Dialogue with Shareholders
The Company engages in constructive dialogue with shareholders and other stakeholders at the General Meeting of Shareholders and other opportunities to the extent reasonable and works to establish a system to encourage dialogue.
Overview of Current Corporate Governance System
The Board of Directors
The Board of Directors is comprised of 12 Directors and functions as a decision-making body for important matters such as management strategies and plans and a supervising body for execution of duties by Directors. Two members of the Board of Directors are independent Outside Directors, and thus the Company seeks to further strengthen the management supervisory function.
The Board of Directors meets once a month on a regular basis, but meetings are also held as necessary to promote prompt management decisions.
In addition, regarding important matters on business execution based on decisions of the Board of Directors, there is an environment in place that clarifies the responsibilities and decision-making authorities of each department to enable prompt and appropriate decision making by executive management.
The Supervisory Board
The Supervisory Board is comprised of four members and audits the status of execution of duties by Directors in accordance with the auditing policy, plan, etc. set forth by the Supervisory Board as well as laws and regulations, the Articles of Incorporation and the Regulations of the Supervisory Board. Two members of the Supervisory Board are independent Outside Directors, and thus the Company aims to strengthen the supervisory function.
The Supervisory Board meets once a month on a regular basis, but meetings are also held as necessary to share information, enhance effectiveness and efficiency of audits.
The Group Management Committee is comprised of 12 Directors and employees such as Managing Directors and General Managers of each department. It discusses management issues that affect the Group as a whole and matters stipulated in the Regulations for Delegation of Authority, and works to ensure appropriate decision-making processes for decisions on important management-related matters and matters to be resolved by the Board of Directors by deliberating on the matters beforehand.
The Group Management Committee meets twice a month on a regular basis, but meetings are also held as necessary to promote prompt and efficient Group management.
Furthermore, as an initiative to enhance corporate governance, the Group has established a Risk Management Committee comprised of eight Directors and others, including the presidents of the Group’s major subsidiaries. In order to ensure an effective and efficient risk management promotion structure is in place, the Risk Management Committee deliberates on various matters related to group-wide risk management. At the same time, it has established subcommittees as committee-structured organizations that operate on a group-wide, cross-departmental basis and hold them quarterly to discuss and promote risk management and compliance.
The Risk Management Committee meets once every six months on a regular basis, but meetings are also held as necessary to promote ongoing improvement of the group-wide risk management structure.
Overview of Corporate Governance Structure
Organizational Composition and Operation
|Maximum Number of Directors Stipulated in Articles of Incorporation||12|
|Term of Office Stipulated in Articles of Incorporation||2 years|
|Chairperson of the Board||President|
|Number of Directors||12|
|Number of Outside Directors||2|
Outside Directors’ Relationship with the Company
|Name||Reasons of Appointment|
Toshihiko Sasaki has a high level of knowledge as a financial and economic expert and possesses extensive experience as a university professor and executive officer of other organizations. As such, the Company has determined that he is capable of improving the efficiency of the Company’s management and strengthening the corporate governance structure and has elected him as outside Director. There is no special interest between the Company and Mr. Sasaki, so the Company does not believe there is a risk of a conflict of interest with general shareholders.
Eichi Hasegawa has a high level of knowledge as an expert in economic policy as well as a wealth of experience as a university professor and in other organizations. As such, the Company has determined that he will be able to improve the Company's management efficiency and strengthen the corporate governance system, and has elected him as an Outside Director. There are no special interests between the Company and Mr. Hasegawa, and the Company believes that there is no risk of conflict of interest with general shareholders.
|Maximum Number of Auditors Stipulated in Articles of Incorporation||5|
|Number of Auditors||4|
|Number of Outside Auditors||2|
Outside Auditor’ Relationship with the Company
|Name||Reasons of Appointment|
Chikara Tanaka possesses specialist knowledge and extensive experience with respect to taxes and accounting as a tax accountant. As such, the Company has determined that he is capable of enhancing audits at the Company and has elected him as outside Corporate Auditor. There is no special interest between the Company and Mr. Tanaka, so the Company does not believe there is a risk of a conflict of interest with general shareholders.
Koji Fujita possesses specialist knowledge and extensive experience with respect to the law as an attorney at law. As such, the Company has determined that he is capable of enhancing audits at the Company and has elected him as outside Corporate Auditor. There is no special interest between the Company and Mr. Fujita, so the Company does not believe there is a risk of a conflict of interest with general shareholders.
Supporting System for Outside Directors and/or Auditors
Support for outside Directors and outside Corporate Auditors is primarily provided by the Executive Secretary Department and the Auditor's Staffs.Materials are provided and prepared, information is provided, and opinions are exchanged based on requests from outside officers.
Corporate Governance Report
Last Update: August 10, 2021