Corporate Governance
- Policy/Basic Concept
- Corporate governance structure
- Deciding on executive compensation
Policies and procedures
- Evaluation of the Effectiveness of the Board of Directors
- Internal Control System
- About cross-shareholdings
- Corporate Governance Code
Policy/Basic Concept
In order to further enhance corporate value, SNBL 's basic policy is to achieve effective corporate governance by improving management soundness, improving efficiency, improving transparency, and strengthening the compliance system.
Corporate governance structure
The Board of Directors, which is the highest decision-making body in management, is composed of nine directors (including five independent outside directors). In principle, it meets once a month and additionally as needed. All important matters related to management are discussed and decided by the Board of Directors. Furthermore, the term of office for directors is set at one year to enhance responsiveness to changes in the business environment.
The management oversight function audits legality through audits. There are three auditors, two of whom are external auditors. The auditors audit the execution of duties by directors through attendance at important meetings, such as the board of auditors, and by investigating the status of operations and assets.
Views on the Board of Directors
The directors are required to be individuals of outstanding character and insight, regardless of nationality, background, or gender, both inside and outside the company, and are formulating a policy regarding the diversity of the board of directors.
In addition, the directors responsible for business execution are candidates who possess extensive professional knowledge and experience in business, while the outside directors are candidates who possess extensive knowledge and experience in their respective fields of origin.
Directors and auditors are required to maintain an attendance rate of at least 80% at board meetings in principle, in order to appropriately fulfill their roles and responsibilities, and are requested to perform an effective supervisory function over management.
Board of Auditors
At the Board of Auditors, we deliberate and decide on audit policies and the division of duties, audit the execution of directors' duties, and fulfill a supervisory function over management through collaboration with the company's accounting auditors and internal audit department, as well as audits of each organization and subsidiary of the company.
The auditors, accounting auditors, and internal audit department exchange information as needed on matters that require sharing, including regular meetings for annual planning, and have a system in place where auditors can request the attendance of accounting auditors and the internal audit department at the board of auditors meetings as necessary, thereby enhancing mutual collaboration. Additionally, external auditors conduct audit operations based on the audit policies and plans established by the board of auditors, receive reports from each auditor at the board of auditors meetings for discussion, and attend board of directors meetings to express opinions as appropriate.
Training for Directors and Auditors
Training and information provision necessary for directors and auditors to appropriately fulfill their roles and responsibilities are conducted as needed. When directors and auditors are newly appointed, training on laws and corporate governance is provided as necessary. Additionally, continuous training on management issues is conducted for directors and others. Specifically, follow-up on topics related to management, etc., is conducted approximately once every three months, with external directors and others serving as lecturers.
When outside directors and outside auditors are newly appointed, we conduct explanations of our business content and inspections of major sites as necessary. We provide necessary information to outside directors and outside auditors regarding our business challenges, etc.
Support system for outside directors
Currently, there is no designated section or personnel to assist outside directors and outside auditors, but if requested, they will be deployed within a reasonable scope.
In addition, to ensure independence from the directors, decisions regarding matters related to the appointment and transfer of personnel in the section responsible for assisting external auditors require prior consent from the Board of Auditors.
Compensation Committee
Our company has established an "optional Compensation Committee." The independence of these committees is ensured by having a majority of the members composed of independent outside directors.
The Compensation Committee conducts deliberations on the draft proposals for the general meeting of shareholders regarding the remuneration of directors and auditors, the draft amounts of remuneration for directors, executive officers, executive directors, and subsidiary directors (including calculation methods), the decision of policies including the structure of executive remuneration, and the procedures for determining executive remuneration.
Corporate Governance and Nomination Committee
Our company has established a voluntary "Corporate Governance and Nomination Committee." The independence of these committees is ensured by having a majority of the members composed of independent outside directors. The Corporate Governance and Nomination Committee conducts deliberations on draft proposals for the general meeting of shareholders regarding the appointment and dismissal of directors and auditors, draft proposals for the appointment and dismissal of representative directors (CEO) and executive directors to be submitted to the board of directors, draft proposals for candidates for other management positions (executive officers, executive directors, and subsidiary directors) to be submitted to the board of directors, the decision of policies and procedures for the selection of directors, auditors, and management, matters related to succession planning, and matters related to the evaluation of the effectiveness of the board of directors.
SDGs Committee
At the board meeting on August 27, 2021, our company resolved to establish the 'SDGs Committee' as a voluntary advisory body of our board of directors, with the aim of systematically expanding and promoting our group's sustainability efforts from a medium- to long-term perspective. Additionally, in October 2021, we established the 'Environmental Committee' as a subordinate organization of the SDGs Committee.
The SDGs Committee meets monthly to deliberate on the identification of sustainability-related risks, opportunities, and materiality (key issues), as well as policies and strategies related to sustainability, and the setting of non-financial KPIs and goals, under the supervision and advice of the Board of Directors.
Based on reports from the SDGs Committee, the Board of Directors decides on basic policies and important matters related to sustainability and establishes a system to ensure proper oversight of internal initiatives. Additionally, the policies and strategies decided by the Board are translated into goals for each organization, and a mechanism is in place to provide feedback on the results of activities to the Board.
| full name | Status | Director Years in office |
Attendance (Fiscal Year Ending March 2024) | |||
|---|---|---|---|---|---|---|
| board of directors | Committee | OG/Nomination Committee | SDGs Committee | |||
| Ryoichi Nagata | Chairman and CEO | 43 years | 13/13 times | -- | 5/5 times | -- |
| Ken Takanashi | Senior Executive Vice President | 20 years | 13/13 times | 2/2 times | -- | 3/3 times |
| Ichiro Nagata | Executive Vice President | 4 years | 13/13 times | -- | 5/5 times | 11/12 times |
| Hideshi Tsusaki | Executive Managing Director | 6 years | 13/13 times | -- | -- | 9/9 times |
| Shinichi Fukumoto | Outside Director (part-time) | 9 years | 13/13 times | 2/2 times | 5/5 times | -- |
| Takashi Yamashita | Outside Director (part-time) | 9 years | 13/13 times | 2/2 times | 5/5 times | -- |
| Tsuyoshi Hanada | Outside Director (part-time) | 4 years | 13/13 times | 2/2 times | 5/5 times | -- |
| Keiko Toya | Outside Director (part-time) | 3 years | 13/13 times | 2/2 times | -- | 12/12 times |
| Chizuru Matsueda | Outside Director (part-time) | 1 year | -- | -- | -- | -- |
Directors' Skill Matrix
Our company sets the skill items deemed necessary for the entire board of directors and creates a skill matrix that lists the expertise and experience of each director.
| Director | Director | skill | Main Qualifications | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Company Management | global business |
Technology Research and Development |
Finance and Accounting | Personnel/Labor/ Human Resources Development |
Legal Affairs Risk Management |
Environment | Society | Internal Control Governance |
|||
| Ryoichi Nagata | Chairman and CEO | 〇 | 〇 | 〇 | 〇 | 〇 | 〇 | Doctor | |||
| Ken Takanashi | Senior Executive Vice President | 〇 | 〇 | 〇 | 〇 | 〇 | 〇 | Certified Public Accountant | |||
| Ichiro Nagata | Executive Vice President | 〇 | 〇 | 〇 | 〇 | 〇 | Doctor | ||||
| Hideshi Tsusaki | Executive Managing Director | 〇 | 〇 | 〇 | 〇 | 〇 | Veterinarian | ||||
| Shinichi Fukumoto | Independent Outside Director | 〇 | 〇 | 〇 | 〇 | lawyer | |||||
| Takashi Yamashita | Independent Outside Director | 〇 | 〇 | 〇 | 〇 | Certified Public Accountant | |||||
| Tsuyoshi Hanada | Independent Outside Director | 〇 | 〇 | 〇 | 〇 | Tax accountant | |||||
| Keiko Toya | Independent Outside Director | 〇 | 〇 | 〇 | 〇 | 〇 | Scholar (Global Business) |
||||
| Chizuru Matsueda | Independent Outside Director | 〇 | 〇 | 〇 | 〇 | Certified Public Accountant | |||||
Policy and Procedures for Determining Executive Compensation
The remuneration for each director is determined within the total amount of remuneration for all directors as resolved by the shareholders' meeting, following the procedures prescribed by the Companies Act. A draft is prepared by a voluntary remuneration committee and reported to the board of directors. The representative director and president decides the remuneration amount for directors within the scope of the recommendations from the remuneration committee, as delegated by the board of directors.
The remuneration for directors is determined by comprehensively considering the company's performance, economic conditions, and individual responsibilities and achievements.
1. Basic Policy
Regarding the remuneration of our directors (including both executive and outside directors, hereinafter the same), it was resolved at the shareholders' meeting held on June 25, 2003, that the monthly remuneration for directors shall not exceed 40,000 thousand yen (excluding the salary equivalent portion for directors who concurrently serve as employees).
Based on this resolution, the basic policy for determining the content of remuneration for each director is to set it at an appropriate level considering their respective responsibilities. Specifically, the remuneration for our directors consists of basic remuneration and performance-based remuneration.
2. Policy on Determining the Amount of Individual Remuneration (Monetary Remuneration)
(Including the policy on determining the timing or conditions for granting remuneration, etc.)
The remuneration for our directors is determined by comprehensively considering basic remuneration based on individual responsibilities and performance-based remuneration based on company performance, economic conditions, and achievements, and is paid as a monthly fixed remuneration.
3. Matters Related to the Determination of the Content of Individual Remuneration for Directors
The amount of individual remuneration for directors is recommended to the board of directors by a remuneration committee, which is composed of a majority of independent outside directors. The remuneration committee deliberates based on inquiries from the board of directors, considering company performance, economic conditions, the responsibilities of each director, and achievements, and prepares a draft.
The representative director and president is delegated by the board of directors to decide the amount of individual remuneration for directors within the scope of the recommendations from the remuneration committee.
Evaluation of the Effectiveness of the Board of Directors
Every year, our company conducts evaluation surveys for directors and auditors regarding board deliberations and business execution through a voluntary corporate governance and nomination committee, and the chairman and CEO conducts individual interviews with each director. The content of the survey is deliberated by the corporate governance and nomination committee and shared with the board of directors to promote improvements that contribute to the activation of board deliberations and enhance the effectiveness of the board.
To promote active discussions among board attendees, we have established 'discussion items' in the board of directors' regulations (revised April 1, 2018), separate from resolution and reporting items. These discussion items are matters that directors and executive officers should discuss before submitting them as resolution items, or other matters they wish to consult with the board of directors about, allowing them to be submitted to the board for opinion gathering. This system is used to promote discussions within the board of directors.
The latest content of the overview and results of the board of directors' effectiveness evaluation is Corporate Governance Report (Supplementary Principle 4-11(3)) This is reported in.
Internal Control System
At the board of directors meeting held on May 15, 2006, our company resolved the basic policy for constructing an internal control system as follows (partially revised on June 25, 2015).
1. System to Ensure that the Execution of Duties by Directors and Employees Complies with Laws and the Articles of Incorporation
- Based on theSNBL Compliance Action Guidelines, the Company shall promote a system in which directors and employees comply with laws and regulations, the Articles of Incorporation, social norms, etc.
- The "SNBL Compliance Action Guidelines" established by the Company will be applied mutatis mutandis to all subsidiaries in Japan and overseas to strengthen the compliance system of the entire Group.
- Our company establishes an internal audit department as an organization directly under the representative director and president, independent from other business execution departments.
- We establish an internal reporting system as a means for directors and employees to directly provide information on actions that may be questionable under the law.
- We completely sever all ties with antisocial forces. In response to their unjust demands, we take a resolute stance as an entire organization in accordance with internal regulations.
2. System for the Preservation and Management of Information Related to the Execution of Directors' Duties
- Minutes of board meetings, approval documents, various contracts, and other documents related to the execution of business operations are appropriately preserved and managed in accordance with internal regulations (document management regulations, approval regulations, etc.).
3. Regulations and Other Systems for Managing Risk of Loss
- For risks (compliance, finance, environment, natural disasters, business quality, import/export, etc.), each responsible department establishes regulations and guidelines, conducts training, and creates and distributes manuals.
- If a risk becomes apparent and a major crisis or damage is anticipated, directors promptly report to the board of directors.
About cross-shareholdings
Policy on Cross-Shareholdings
We believe that cooperation with various companies is essential for business expansion and sustainable development. From this perspective, we may hold shares of listed companies if we determine it is necessary from a policy standpoint, considering the medium- to long-term perspective of enhancing corporate value, the strategic importance of the business, and the business relationship with partners.
Regarding the continuation of holding individual stocks, we conduct a rigorous and specific examination of the core business content and management status of the companies we hold, based on the premise that they are partners from whom we can expect business alliances and strengthened trade relations. We determine the necessity of reduction from the perspective of whether the benefits of holding outweigh the costs. In highly specialized fields, we also conduct objective evaluations in consultation with external experts such as lawyers, patent attorneys, and other consultants.
Existence of Policy-Held Stocks
As of the end of June 2024, our company does not hold any listed stocks as policy-held stocks.
Corporate Governance Code
Our company implements all the principles of the 'Corporate Governance Code' established by the Tokyo Stock Exchange.
In the future, through the annual evaluation of the effectiveness of the Board of Directors, we will continue to develop a system suitable for our business and work on improving management efficiency, soundness, and transparency.