Outline of Corporate Governance Structure
|Type of system||
Company with Supervisory Committee
|Number of directors (Of which, number of outside directors)||
|The term of office of directors (excluding those serving as audit and supervisory committee member)||
|The term of office of audit and supervisory committee member||
|Adoption of an Executive Officer System||
Management Committee, Personnel Advisory Committee,
Internal Control Committee
|Independent external auditor||
Ernst & Young ShinNihon LLC
Overview of the Corporate Governance System
MARUBUN has adopted the “Company with Supervisory Committee” as its corporate structure to strengthen management supervision and oversight functions, and has established a structure that enables speedy decision-making through the separation of management oversight and business execution.
Board of Directors
The Board of Directors is composed of eight Directors. Three of these are Outside Directors who are Supervisory Committee Members. The Board of Directors meets once a month, in principle, and at other times if necessary, to deliberate matters stipulated by law and the Articles of Incorporation and important management matters stipulated by the Board of Directors Rules, and to receive reports on business execution from Executive Directors.
Reason for Appointment as Directors
Since joining the Company, Mr. Shoji Mizuno has been closely involved in the Electronic Devices business, and even after becoming Vice President of the Company, he has promoted the reinforcement of relationships with business partners and the expansion of the overseas business. Furthermore, he has ample experience and achievements as a corporate manager, serving as Chief Executive Officer and Representative Director of the Company after having served as Representative Director of group companies.
The Company deems that he is adequate to serve as a person in charge of the direction of the management of the Company and the Group aimed at the continuous growth and enhancement of corporate value over the medium- to long-term, and nominates him to a Director.
Having supervised the management division of the Company and served as a person in charge of the internal control as well as such departments and divisions as General Affairs, Human Recourses, Finance & Accounting, Corporate Planning and IT at the Company and the Group since joining the Company, Mr.Kazuaki Iwamoto has ample experience and achievements, including his initiatives for the group-wide enhancement of the internal control and corporate governance, serving as Senior Executive Vice President and Representative Director of the Company.
The Company deems that he is adequate to promote the overall business management of the Company and the Group and to enhance the corporate governance and internal control, and therefore nominates him to a Director.
charge of the overall Systems business. In addition, as Vice President of the Company, he has supervised the Systems business of the Group as a whole, accumulating ample experience and achievements during the implementation of initiatives to expand the business and reinforce relationships with business partners.
The Company deems that he is adequate to promote the business strategy of the Company and the Group, with the aim of improving profitability and expanding the business, and therefore nominates him to a Director.
Having long engaged in the overseas business of the Company, Mr. Satoshi Fujino has served as COO and CEO at overseas group companies. As Vice President of the Company, he has accumulated broad experience and achievements being in charge of the Electronic Device business of the entire Group, while pursuing the reinforcement of relationships with business partners and expansion of the new businesses.
The Company deems that he is adequate to promote the business strategy of the Company and the Group aimed at the reinforcement of their competitiveness, and therefore nominates him to a Director.
Having long engaged in the Electronic Devices business of the Company, Mr. Yasuo Komatsu has served as a person in charge of group companies in Japan and overseas. As Vice President of the Company, he has accumulated ample experience and achievements while working to strengthen the Electronic Devices business in order to improve its profitability, as well as taking command of the management in the role of CEO and Representative Director of a group company.
The Company deems that he is adequate to promote the business strategy aimed at strengthening the base business, and therefore nominates him to a Director
The Company deems that Mr. Takashi Hongo can further strengthen the functions of the Board of Directors by monitoring management from a fair and objective standpoint and providing advice covering all aspects of the management of the Company, in view of his high level of expertise and extensive experience as a certified public tax accountant. Therefore, the Company nominates him to a Director serving as an Audit & Supervisory Committee Member.
The Company deems that Mr. Yoshisaburo Mogi can monitor management from a neutral and objective standpoint and provide opinions on the management of the Company from diverse standpoints, in view of his extensive experience in and insight into various fields including financial institutions and a business entity. Therefore, the Company nominates him to a Director serving as an Audit & Supervisory Committee Member.
The Company deems that Mr. Yasuhiko Watanabe’s supervision of management from a neutral and objective standpoint, and his advice and management perspective incorporating a wide range of viewpoints, can be implemented at the Company, in view of his extensive experience, track record and insight as a management executive at a financial institution and business entities. Therefore, the Company nominates him to a Director serving as an Audit & Supervisory Committee Member.
The Supervisory Committee is composed of three Outside Directors. The committee is chaired by Outside Director Yasuhiko Watanabe, and meets at least once every three months, in principle, and at other times if necessary. The duties of the Supervisory Committee include auditing the status of execution of duties by Directors, auditing financial statements, and preparing audit reports, and it conducts audits in collaboration with the internal audit division, the Accounting Auditor and other relevant parties, in accordance with an audit policy and audit plan determined by the committee itself.
MARUBUN has a Management Committee composed of four Executive Directors including the President. The Management Committee examines the Company’s basic management policies and management plans and other important management matters, and deliberates matters prior to resolution by the Board of Directors. The Management Committee meets once a month, in principle, and at other times if necessary,
Personnel Advisory Committee
MARUBUN has a Personnel Advisory Committee comprising all of the Outside Directors to ensure the transparency and fairness of human affairs of Directors. The Personnel Advisory Committee responds to inquiries from the President and gives the necessary advice on matters related to the appointment, dismissal, and remuneration, etc. of Directors, as well as the plan for cultivating the President’s successor.
Internal Control Committee
MARUBUN has an Internal Control Committee chaired by the President to oversee the status of development and operation of the internal control system. The Secretary of the Supervisory Committee attends meetings of the Internal Control Committee, and the status of development of the internal control system is reported to the Supervisory Committee by the Secretariat.