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Sustainability - Governance

Executive related

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 comprised of 11 members and serves as a decision-making body regarding important matters such as business strategies and plans, as well as a supervisory body for the execution of duties by directors. With four of these being independent outside directors, management supervision functions are We are working to further strengthen this. The Board of Directors meets regularly once a month, as well as from time to time as necessary, in an effort to speed up management decisions.

Board of auditors

Consisting of four members, the company audits the status of directors' execution of their duties in accordance with laws and regulations, the Articles of Incorporation, and Board of Corporate Auditors regulations, as well as the audit policy and audit plan established by the Board of Corporate Auditors.Two of these members are independent auditors. By appointing him as an outside corporate auditor, we are working to strengthen our auditing functions. The Board of Corporate Auditors meets regularly once a month and as needed 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 an effort to improve corporate governance, we have established a Risk Management Committee, chaired by the Company's President and Representative Director and consisting of representative directors of major group companies, to deliberate on various aspects of risk management for the entire Group. In addition, we have established company-wide cross-sectional committees to discuss and promote risk management and compliance as organizations that make up the committee, and by holding quarterly meetings, we have established a system to promote efficient and effective risk management. doing. In addition to holding regular meetings once every six months, meetings are also held as needed to promote continuous improvement of the company-wide risk management system.
In addition, in order to supervise and manage sustainability initiatives for the entire group, we have established a Sustainability Promotion Committee, chaired by the Company's President and Representative Director and consisting of representative directors of major group companies, under the supervision of the Board of Directors. and is held regularly.
By working together, the Sustainability Promotion Committee and Risk Management Committee have created a system that allows us to manage risks across the entire group, including risks related to climate change.

List of board members

List of board members

Executive compensation

Policy regarding determination of executive compensation
Contents and method of determining the amount of remuneration for officers and its calculation method

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 the policy for determining the calculation method for directors' remuneration, etc. Regarding the remuneration of directors (excluding independent outside directors), the Board of Directors has the authority to determine the fixed remuneration calculation table and the maximum total amount of performance-based remuneration. After determining the method for calculating individual remuneration, the determination of individual remuneration amounts is left up to the President and Representative Director.
In addition, regarding the remuneration of independent outside directors, the Board of Directors has established a policy of only fixed remuneration, leaving the decision on individual remuneration amounts to the President and Representative Director.

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

Officer classification Total amount of remuneration, etc.
(One million yen)
Total amount of compensation by type (million yen) Number of eligible officers
(Man)
Fixed remuneration Work-related compensation
Director
(Excluding outside directors)
420 137 282 2
Outside director 20 20 - 3
Auditor
(Excluding outside corporate auditors)
52 52 - 2
Outside auditor 12 12 - 3