See the Corporate Governance for details.https://en.ccbj-holdings.com/corporate/governance/Governance and Financial FrameworkCorporate Governance34Board of DirectorsThe Companyʼs Board of Directors consists of 9 directors, including multiple independent outside directors, and holds regular meetings once every three months in principle and extraordinary meetings as needed. The Board of Directors resolves matters concerning basic management policies and other important business issues, as well as matters prescribed by law and by the Articles of Incorporation, and receives reports on execution of business from directors. The Company also delegates a part of decision-making on important matters of business execution to directors to further enhance deliberations on matters of special importance in the Board of Directors and to speed up decisions by the management team on other matters.Evaluation of the Effectiveness of the Board of DirectorsEach year, the Board of Directors of the Company evaluates and analyzes its effectiveness based on self-evaluation by directors regarding the operation, support system, composition, etc.From the self-evaluation by the Directors, conducted with the advice of an external third-party organization, we have received generally positive evaluations on the issues identified the year before last year, such as business updates by major divisions and efforts to explain the contents of deliberations in advance, and we recognize that the effectiveness of the Board of Directors as a whole is improving.It has been confirmed that the Company will continue to promote ongoing efforts to further revitalize discussions at the Board of Directors meetings, and to proactively improve operational aspects of the Board of Directors to further enhance and deepen discussions in line with changes in the business environment.The Audit CommitteeThe Audit Committee, which is responsible for auditing the Company, consists of four members, all of whom are Outside Directors (Audit Committee members), including several independent directors, and meet once every three months in principle, with special meetings as needed. In accordance with the Audit Committee Standards for Audits based on relevant laws and the Articles of Incorporation, the Audit Committee audits the execution of duties by directors, executive officers, and employees by attending meetings of the Board of Directors and examining the results of audits conducted by the division in charge of internal audits and the accounting auditor.Audit StatusThe Audit Committeeʼs main concerns are the formulation of audit policy, preparation of internal system, and confirmation of its operation, audit report preparation, reappointment of accounting auditors, agreement on remuneration for accounting auditors, and providing opinions for the determination of the appointment and remuneration of directors and others. The Audit Committee met eight times in 2021. The members of the Audit Committee convey their audit opinions objectively and neutrally using their broad expertise and abundant experience, and they communicate their forthright thoughts at the Board of Directors and the Audit Committee meetings. In addition, we believe that the members of the Audit Committee are fully exercising their supervisory and oversight function with respect to the Companyʼs management by regularly exchanging perspectives on the content with the Representative Director. The Audit Committee includes a member who has abundant experience and knowledge in finance, accounting and accounting procedures, including management of a finance-related consulting company.
元のページ ../index.html#35