Main meeting structure

Iida Group Holdings recognizes corporate governance as one of its most important issues, and has established the following system to ensure fair, transparent, and fulfilling supervisory and auditing functions.

Board of directors

The Board of Directors is made up of 12 members and serves as a decision-making body for important matters such as management strategies and business plans, as well as a supervisory body for the execution of duties by directors, with four of the members being independent outside directors, further strengthening the management supervisory function. The Board of Directors meets regularly once a month and also whenever necessary in an effort to speed up management decisions.

Board of auditors

The Audit & Supervisory Board is made up of four members, who audit the execution of duties by directors in accordance with laws and regulations, the Articles of Incorporation, and the Audit & Supervisory Board regulations, as well as the audit policies and audit plans established by the Audit & Supervisory Board, and three of them are independent external auditors, strengthening the audit function. The Audit & Supervisory Board meets regularly once a month and also whenever necessary to share information and improve the effectiveness and efficiency of audits.

Group management meeting

Consisting of directors of the Company and key members of group companies, the committee considers management issues that affect the entire group and matters stipulated in the rules of authority, and also makes decisions on important management matters and matters to be resolved by the Board of Directors in advance. Through deliberations, we strive to enhance accurate decision-making processes. In addition to regular meetings twice a month, meetings are also held as needed to promote prompt and efficient group management.

Other meeting bodies

As part of our efforts to enhance corporate governance, we have established a Risk Management Committee chaired by our President and Representative Director, with representative directors from our major group companies as members. This committee deliberates on various aspects of risk management across the entire group. Furthermore, we have established cross-functional subcommittees within the committee to discuss and promote risk management and compliance, and these subcommittees meet quarterly to promote efficient and effective risk management. In addition to regular meetings held every six months, we also hold meetings as needed to promote continuous improvement of our company-wide risk management system.
Furthermore, in order to oversee and manage the group's sustainability initiatives, we have established a Sustainability Promotion Committee under the supervision of the Board of Directors. This committee is chaired by our President and Representative Director and consists of representative directors from our major group companies. The committee meets regularly.
The Sustainability Promotion Committee and the Risk Management Committee work together to create a system that enables group-wide risk management, including risks related to climate change.

List of board members

Executive compensation

Policy for determining executive compensation

Details of the policy and method for determining the amount of remuneration for officers and the calculation method thereof

Iida Group Holdings has established the following policy regarding the determination of remuneration, etc. for directors and corporate auditors at the Board of Directors, and has been implementing it since the 5th term.

Directors' remuneration consists of "fixed remuneration," which is the basic remuneration, and "performance-linked remuneration," which fluctuates depending on the degree of contribution to performance. In addition, when determining individual director remuneration, etc., we refer to executive remuneration levels at other companies in the same industry or size, and also consider the company's performance and each director's position, responsibilities, length of office, etc. We have set an appropriate level based on this. The total amount of remuneration is determined by the Board of Directors within the total amount of remuneration approved at the general meeting of shareholders.
Compensation for corporate auditors is determined as a fixed amount based on their experience and position within the scope approved at the general meeting of shareholders, as they are responsible for auditing the execution of duties for the entire Iida Group. We will pay the amount given to you.

Policies for each position regarding the determination of the amount of executive remuneration and its calculation method

As stated above, the policy for each position is that the remuneration of independent outside directors, who are independent from business execution, is fixed remuneration only, as performance-based remuneration is not appropriate.
Additionally, compensation for corporate auditors is as described above.

The name of the person who has the authority to decide on the policy regarding the amount of remuneration for officers or the method of calculating it, the content of that authority, and the scope of its discretion.

The Board of Directors has the authority to decide on policies regarding the calculation methods for directors' compensation, etc. The Board of Directors determines the "fixed compensation calculation table" and the "method for calculating the upper limit of total performance-linked compensation" for directors (excluding President and Representative Director within that range.
Furthermore, regarding the compensation of independent outside directors, the Board of Directors has established a policy of providing only fixed compensation, and has entrusted President and Representative Director with the sole determination of individual compensation amounts.

Total amount of remuneration, etc. by officer category, total amount of remuneration, etc. by type, and number of eligible officers

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  Compliance

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  Risk management

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  Information security