Corporate Governance

Basic approach to Corporate Governance

With a view to improving the profitability and the capital efficiency of Nissui and its Group companies, as well as to promoting initiatives toward corporate social responsibility to encourage sustainable growth and the medium- to long-term enhancement of corporate value, the Board of Directors will demonstrate the major direction in corporate strategies and other matters and will place greater emphasis on supervising functions while retaining important decision-making functions.
The decision-making functions have been empowered to the Executive Officers (and Executive Committee) headed by the President & CEO, to speed up the decision-making process and to further separate supervising and execution.
Furthermore, in addition to the above management supervising by the Board of Directors, Nissui has adopted the governance structure of a company with an audit & supervisory board, based on its belief in the effectiveness of an audit system over management comprising four Audit & Supervisory Board members including Outside Audit & Supervisory Board Members who are independent of management.

Diagram: System of Corporate Governance

Corporate Governance Structure

Board of Directors, Board Members

Board Members' terms are set to be one year with the objective of improving transparency and strengthening the management supervisory function, and Outside Board Members independent of management executives are appointed.
Currently, the Board of Directors consists of eight Board Members including three Outside Board Members, and hold a meeting, at least once a month, in principle, to decide important matters and supervise the status of business execution.

Executive Committee, Executive Officer

An executive officer system was adopted (on June 25, 2009) to carry out even more flexible and efficient business operations. The Executive Committee consists of Executive Officers who have been appointed by the Board of Directors, and hold a meeting, at least once a month, in principle, to make timely and appropriate decisions and share information regarding major business execution upon sufficient and multifaceted deliberations, in an effort to promote the sustainable growth and enhancement of corporate value of Nissui and its Group companies.

Nomination and Compensation Committee

Nissui has established the "Nomination and Compensation Committee" (on June 27, 2018) as a voluntary advisory body to the Board of Directors. The Nomination and Compensation Committee consists of three Outside Board Members and two Representative Board Members, with an Outside Board Member serving as Chairperson. The Nomination Committee deliberates and reports to the Board of Directors on matters such as the appointment and dismissal of candidates for officers including those for the President & CEO and succession plans, while the Compensation Committee similarly deliberates and reports on matters such as the policy for determining executive compensation, the details of the compensation system and compensation levels. Based on such reports, the Board of Directors make decisions on executive appointments and compensation.

Audit & Supervisory Board, Audit & Supervisory Board Member

Nissui appoints Audit & Supervisory Board Members who have the expertise required for auditing such knowledge as financing and accounting as well as extensive knowledge in a wide range of fields. The Audit & Supervisory Board consists of four Audit & Supervisory Board members including three Outside Audit & Supervisory Board Members who are independent of management. Each Audit & Supervisory Board Member attends the Board of Directors meetings and audits the execution of duties by the Board Members and attends the Executive Committee, when necessary.

Independence_Criteria_of_Outside_Executives (104KB)

Internal Control System

Basic Policy for Internal Control System