●Corporate Governance Structure
The Board of Directors comprises up to 11 members, appointed to one-year terms in order to enhance flexibility in response to changes in business conditions. Resolutions to appoint directors must be approved by a majority of shareholders, with at least one third of those shareholders who have voting rights in attendance. To improve transparency and strengthen supervisory functions, three of the current 10 directors are outside directors. The Board meets at least once a month. The Board of Directors is chaired by the Representative Director and Chairman, who also serves as an executive officer. Together, the Representative Director and Chairman and the Representative Director and President oversee the Group’s overall execution of business.
Nichirei has adopted the audit & supervisory board member system. Of the five audit & supervisory board members, three are outside audit & supervisory board members, of whom one has experience at a financial institution, another is an experienced attorney, and the third has worked at a government agency. Audit & Supervisory Board meets once a month, in principle, convening additional meetings as necessary. Nichirei has established a framework to enhance the supervisory functions of audit & supervisory board members, allowing for the effective use of audit & supervisory board members, and strengthening the supervisory role of management.
The Company adheres to its Criteria for Independence when appointing outside directors and outside audit & supervisory board members designated by the Company as independent directors/audit & supervisory board members. A vested interest in Nichirei is denied outside directors and their close relatives, as well as outside audit & supervisory board members and any companies or organizations of which they are directors or that they serve in other important positions.
|Category||Name||Attendance at Meetings of the Board of Directors or Audit & Supervisory Board||Main Activities|
|Outside Directors||Shizuka Uzawa||Attended 19 of 19 meetings of the Board of Directors||Mr. Shizuka Uzawa has extensive experience as a corporate executive coupled with a wide-ranging knowledge of financial affairs and accounting, and where necessary, provides advice from the viewpoint of group management|
|Mieko Wanibuchi||Attended 18 of 19 meetings of the Board of Directors||Ms. Mieko Wanibuchi has worked in corporate management for many years, and where necessary, provides advice from perspectives that include the product and service purchasing behaviors of consumers.|
|Kuniko Shoji||Attended 15 of 15 meetings of the Board of Directors*||Ms. Kuniko Shoji has extensive experience as a corporate manager in the pharmaceutical-related industry and broad knowledge of quality assurance and R&D. She also offers opinions and advice during meetings of the Board of Directors and various other internal meetings.|
|Outside Audit & Supervisory Board Members||Masaaki Okajima||Attended 19 of 19 meetings of the Board of Directors
Attended 16 of 16 meetings of Audit & Supervisory Board
|Mr. Masaaki Okajima has considerable experience and extensive knowledge in government, and where necessary, makes indications and provides advice that is valuable for management. He also provides advice on internal control systems, business audits, accounting audits, and so on.|
|Kazuo Nagano||Attended 16 of 19 meetings of the Board of Directors
Attended 14 of 16 meetings of Audit & Supervisory Board
|Mr. Kazuo Nagano has experience working as a manager of a financial institution for many years. In his capacity as a finance professional, where necessary, he makes indications and provides advice that is valuable for management. He also provides advice on internal control systems, business audits, accounting audits, and so on.|
|Yuhiko Saito||New appointee||Mr. Yuhiko Saito has had a career in the legal profession, while also holding judicial positions in government office. Having worked as an attorney since retiring from public office, he possesses wealth of experience and intricate knowledge as a legal expert.|
Nichirei has set up committees to advise the Board of Directors, to ensure effective corporate governance. The committees include the Nominating Advisory, Compensation Advisory, Group Human Resources, Group Risk Management, Group Environmental Protection, Group Quality Assurance, Group Internal Control, Group Director Review, and Group Social Contribution Committees. In addition, to advance the execution of business by the president, Nichirei has set up the Management, Review, and Intellectual Property Management Committees, an overview of which follows.
|Titles||Conditions||number of times held|
|Nominating Advisory Committee||Convened by the chairperson twice yearly and as required||1||2|
|Compensation Advisory Committee||Convened by the chairperson once yearly and as required||1||6|
|The Group Human Resources Committee||Convened by the chairperson twice yearly and as required||2||2|
|The Group Risk Management Committee||Convened by the chairperson twice yearly and as required||2||2|
|The Group Environmental Protection Committee||Convened by the chairperson twice yearly and as required||3||3|
|The Group Quality Assurance Committee||Convened by the chairperson twice yearly and as required||2||2|
|The Group Internal Control Committee||Convened by the chairperson once yearly and as required||1||1|
|The Group Director Review Committee||Convened by the chairperson as required||-||-|
|The Group Social Contribution Committee||Convened by the chairperson once yearly and as required||1||1|
|Management Committee||Held weekly on Tuesdays, except the third Tuesday of the month||21||23|
|Review Committee||Convened by the chairperson as required||-||-|
|Intellectual Property Management Committee||Convened by the chairperson as required||-||-|
Audit & supervisory board members at the holding company and three core operating companies hold regular liaison conferences, conduct joint audits, and ensure the effective auditing of Group-wide management. The Management Auditing Division, responsible for internal auditing, conducts business execution and accounting accounts to verify the status of internal controls across management activities, and offers advice as necessary, in order to ensure strict compliance and observance of the Group code of conduct, and raise awareness of risk management. In addition, the division conducts facility audits inspecting the status of production plants, distribution centers, and other facility audits providing appropriate guidance and advice.
Design of the remuneration scheme for directors and executive officers incorporates the opinions of a third-party organization. Remuneration comprises a base remuneration component and a bonus component. Base remuneration is paid at a fixed rate determined in accordance with a remuneration schedule. Bonuses are paid according to the concept of productivity-linked bonuses, based on the results of the Nichirei Group, the performance-budget achievement rate of the relevant officer’s business area, and an individual qualitative assessment. Outside directors receive base remuneration only; they are not paid a bonus. Nichirei has established a Remuneration Advisory Committee which meets, in principle, once a year to deliberate on such topics as the remuneration system, remuneration levels, and the validity of remuneration, before reporting its findings to the Board of Directors. The committee comprises the Representative Director and President, a audit & supervisory board member, and outside directors. Officer remuneration is determined by the Board of Directors. The total amount of remuneration and bonuses paid to directors must be within the limit resolved at a General Meeting of Shareholders.
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