Basic Principles of Corporate Governance

We believe that the strengthening of corporate governance is essential to improve corporate value and, in turn, the common benefit of our shareholders. We recognize that favorable recognition by all stakeholders, including our shareholders and investors, as well as valued customers, suppliers, employees, and local communities, will contribute to the maximization of shareholder value. We also recognize that the enhancement of corporate governance is the most important aspect of management from the perspective of corporate social responsibility.

From the standpoint of further enhancing corporate governance by strengthening the supervisory functions of the Board of Directors, FUKOKU has transitioned to a “company with audit and Supervisory committee.” Further, we are striving to secure highly effective corporate governance by establishing a Compliance Committee, Internal Audit Office, and Risk Management Committee, etc., as a part of our internal control system.

Corporate Governance Structure

Organizational design Company with Board Members and Audit
Number of Board Members 11
Board Members (including Outside Members) 8 (2)
Board Members who are Audit (including Outside Members) 3 (2)
Term of Board Members 1 Year
Term of Board Members who are Audit 2 Years
Body assisting decision-making Management Executives Committee
Voluntary Consultative Body Nomination & Remuneration Committee
Board Members’ Compensation Structure
[Board Members (including Audit)]
・ Basic remuneration (fixed)
・Determined on basis of standard amount for each rank
[Board Members with executive authority]
・Added compensation (executives’ year-end allowance)
・Determined as performance-linked added compensation portion
[Board Members with executive authority]
・Share-based compensation
・Amount decided for each rank and transfer-limited shares delivered corresponding to granted amount
Accounting Auditors Ernst & Young ShinNihon LLC
Organization Chart
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