Corporate Governance
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.
Initiatives related to the corporate governance code
Corporate Governance Structure
| Organizational design | Company with Board Members and Audit and Supervisory Committee |
|---|---|
| Number of Board Members | 10 |
| Board Members (including Outside Members) | 7 (3) |
| 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]
[Board Members with executive authority]・Added compensation (executives’ year-end allowance) ・Determined as performance-linked added compensation portion ・Share-based compensation ・Amount decided for each rank and transfer-limited shares delivered corresponding to granted amount |
| Accounting Auditors | Ernst & Young ShinNihon LLC |
