Corporate governance system
1. Overview of the corporate governance system
The Morinaga Group will enhance its corporate governance under the basic policy of “healthier and more efficient management.” This ensures the reliability of financial reporting, timely and appropriate disclosures, compliance with laws and regulations, and a stronger trust relationship with all stakeholders, so as to maximize corporate value and ensure constant growth of the Company.
We seek to strengthen the trust relationship with stakeholders, and fulfill our social responsibility in all areas of our business. We are committed to maintain and further develop a good relationship with stakeholders to ensure coexistence and sustainable growth in accordance with our corporate philosophy and the charter of conduct.
In order to ensure healthier and more efficient corporate management, we are committed to building an effective internal control system. We do this through the enhancement of the management monitoring functions of the Board of Directors, installation of external auditors, attendance by standing auditors at important meetings, and placing the Audit Department under the direct control of the President.
2. Outline of corporate Organization
The organization of the Company includes internal auditors.
The Company assigns clear responsibilities and authorities to each decision-making units under the Rules for Decision-making Criteria. These include the Board of Directors, individual directors, executive officers, and division managers.
The Board of Directors makes careful decisions in respect of statutory matters and important business operations based on managerial judgment, and oversees the execution of the business operations.
Except for the general meeting of shareholders, the Board of Directors is the only decision-making unit which works in council. Therefore, it deliberates matters of significance. In order to ensure the effectiveness and efficiency of its deliberation, various committees act as advisory units and carry out in-depth discussions prior to deliberation by the Board of Directors.
For example, the Management Reform Committee discusses matters relating to management planning, the IR Committee discusses the disclosures of information, and the Officer Appointment and Remuneration Committee discusses relevant matters. Of these committees, the Management Reform Committee and the IR Committee are attended by standing auditors.
The Company has adopted an executive officer system to improve its agility in responding to changes in the business environment as well as to speed up the decision-making process. Under this system, the executive authorities and responsibilities of normal operation in respect to strategic corporate activities are assigned to executive officers to ensure the efficiency and certainty of management.
In order to ensure execution of operations, the Board of Executive Officers, consisting of the President, executive operating directors, and executive officers, has been established.