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- Corporate information
- Sustainability
- Governance
- Corporate Governance Structure
1. Outline
| Organizational Structure | Company with Audit and Supervisory Committee |
|---|---|
| Executive officer system | Yes |
| Voluntary Nomination and Compensation Committee | Yes |
| Accounting auditor | Deloitte Touche Tohmatsu LLC |
| Director | ||
| Total | 10 members | |
| Independent Outside Director | 4 members | |
| Female Director | 1 member | |
※IRISO has the Operating Officer System with 7 0perating officers who are not directors.
Skill Matrix
2. Why IRISO set up the Audit and Supervisory Committee?
To achieve sustainable growth and increase medium-and long-term business value by following IRISO philosophy of "100-year company that creates customer value," several outside directors were appointed. They have been engaged in improving corporate governance to achieve transparency, fairness, and promptness in decision-making.
To improve the supervisory function of the Board of Directors and accelerate decision-making, IRISO
recently deemed that an Audit and Supervisory Committee would be suitable for its institutional design and thus set up the Audit and Supervisory Committee with the approval of the General Meeting of Shareholders on June 26, 2018.
In addition, the Nominating Committee and Remuneration Committee as voluntary advisory bodies to the Board of Directors was set up when the Board of Directors meeting was held on June 26, 2018.
The Nominating Committee and Remuneration Committee aim at ensuring independent outside directors effectively involve and give advices for decisions made on business matters such as nominations of directors and executive remuneration, increasing the transparency and objectivity of the decision-making process of the Board of Directors, as well as improving corporate governance.
3. Committee Meeting
(1) Board of Directors Meeting
The Board of Directors meeting is held regularly every month. Temporary meetings are held as necessary to make decisions on important matters related to business management and supervise business operations.
| Board of Directors | ||
| Percentage of Independent Outside Director | 40.0% | |
| Number of Meetings that were held | 13 meetings / year (FY2022) | |
(2) Audit and Supervisory Committee
The Audit and Supervisory Committee members hold the Audit and Supervisory Committee meetings from time to time, attend the Board of Directors meetings, audit to ensure directors have fulfilled their duties and responsibilities, as well as performing other duties as required by laws.
The Audit and Supervisory Committee Support Office has one staff member whose main duty is to support the operation of the Committee.
The staff of the Audit Committee Support Office follow not the direction and orders of directors who are not members of the Audit and Supervisory Committee but those of the Audit and Supervisory Committee. Staff transfers, evaluations and others shall be agreed by the Audit and Supervisory Committee to ensure its independence from executive officers, as well as that the Committee's instructions have an effect on the staff of the Audit and Supervisory Committee Support Office.
| Audit and Supervisory Committee | ||
| Total | 5 members | |
| Independent Outside Director | 4 members | |
| Number of Meetings that were held | 13 meetings / year (FY2022) | |
(3) Nomination Committee and Remuneration Committee
On June 26, 2018, the Board of Directors resolved to set out the Nomination Committee and the Remuneration Committee as voluntary advisory bodies to the Board of Directors.
Both committees ensure independent outside directors effectively involve and give advices for decisions made on business matters such as nominations of Directors and Executive remuneration, increase the transparency and objectivity of the decision-making process in the Board of Directors, as well as improving corporate governance.
The Nomination Committee and Remuneration Committee are composed of at least three members selected by the resolution of the Board of Directors (more than half of the members are independent outside directors).
| Nomination Committee (Voluntary) | ||
| Total | 5 members | |
| Independent Outside Director | 3 members | |
| Number of Meetings that were held | 2 meetings / year (FY2022) | |
| Role and Authority |
| |
| Remuneration Committee (Voluntary) | ||
| Total | 5 members | |
| Independent Outside Director | 3 members | |
| Number of Meetings that were held | 2 meetings / year (FY2022) | |
| Role and Authority |
| |
Nomination and Remuneration Committee Members（FY2022）
| Nomination Committee | Remuneration Committee | ||
|---|---|---|---|
| Makoto Ebata | Outside Director（Independent） | ◎ | 〇 |
| Shimako Yamamoto | Outside Director（Independent） | 〇 | ◎ |
| Koji Fujita | Outside Director（Independent） | 〇 | 〇 |
| Sadao Sato | Chairman & Director | 〇 | |
| Hitoshi Suzuki | President & Representative Director | 〇 | 〇 |
| Mitsuyoshi Toyoshima | Director | 〇 |
◎：Chairperson 〇：Member
(4)Executive Officer Meeting
The Operating Officer System has been introduced since May 2001 with the aim of separating management directions from business operations, as well as of improving efficient and sound business practices. As of June 27, 2023, the number of operating officers is eleven in total (four of them are also acting as directors). The Business Strategy Meeting is held regularly every month to create opportunities for operating officers to discuss and consult on business operations, as well as to verify that IRISO is engaged in business practices in line with decisions made by the Board of Directors.