Corporate Governance
Basic approach
In accordance with its mission and management vision, the Fujikyu Group follows a policy of conducting management trusted by various stakeholders including shareholders, customers, and local residents and enhancing Group value and believes that ensuring transparency and soundness, establishing a management structure that enables the Group to perform accurate and timely decision-making, and reinforcing functions for supervising the execution of business are priority management issues.
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Corporate governance structure
Fuji Kyuko Co., Ltd. has for some time recruited Directors and Corporate Auditors from outside the Company, and the Board of Directors comprises a total of 13 members (11 men and two women)* including six Outside Directors. The Board is responsible for making decisions on important managerial matters and supervising the status of the execution of business. The Board meets nine times annually. The Board of Corporate Auditors comprises a total of four members including two Outside Corporate Auditors* and meets 10 times annually.
The Fujikyu Group introduced an Executive Officer system in June 2012 for the purposes of increasing the pace of decision-making, raising the efficiency of business execution, and clarifying management supervisory and business execution roles. In addition, the Full-Time Directors Committee, which comprises full-time Directors, meets from time to time to deliberate on important management issues with the objective of establishing basic management plans and basic policies on business execution so that the President can carry out business in accordance with the basic policies established by the Board of Directors.
The Executive Officers Committee, which is made up of full-time Directors and Executive Officers, in principle meets weekly to report on the President’s policies and the status of implementation of directives and discuss matters relating to individual divisions and sections to facilitate the effective and efficient implementation of business operations.
Outside Directors and Outside Corporate Auditors of Fuji Kyuko are independent directors with no direct interests with the Company’s management team and are unlikely to have conflicts of interest with general shareholders. The Outside Directors provide accurate advice concerning management overall from a perspective that is independent from the management team directly involved in the execution of business of the Company and reinforce supervisory functions. The Outside Corporate Auditors also provide guidance on and audit the Company’s management overall from a perspective based on their specialized knowledge and extensive experience.
Furthermore, the Fujikyu Group established the Governance Committee, which comprises the President, Outside Directors, Outside Corporate Auditors, and third parties including attorneys, to function as an advisory body to the Board of Directors. The Committee deliberates on matters relating to the nomination and remuneration of Directors and Executive Officers as well as governance, thereby strengthening and enhancing governance functions and increasing the transparency and objectivity of decision-making processes.
Structure of the Board of Directors*
Structure of the Board of Corporate Auditors*
*As of June 2024
Internal audits and accounting audits
The Audit Section, Fuji Kyuko's internal audit division under the direct authority of the President, regularly conducts appropriate business audits in accordance with the Internal Audit Rules.
Also, Fuji Kyuko engaged Kisaragi Audit Corporation as its accounting auditor in FY 2007 (Kisaragi merged with Moore Shisei & Co. (the surviving audit corporation) on July 1, 2022, and the firm name was changed to Moore Mirai & Co. and entered into an audit contract. There are no noteworthy special interests between Fuji Kyuko and Moore Mirai or its employees engaged in the execution of operations who perform audits of the Company.
Fuji Kyuko periodically selects its accounting auditor.
Internal control systems
The Board of Directors establishes basic policies on the development of internal control systems to create systems for ensuring that the execution of duties by officers and employees is in compliance with laws and regulations as well as Fujikyu Group’s articles of incorporation, for retaining and managing information, and for ensuring that audits by the Corporate Auditors are performed effectively. The Board revises these policies as necessary.
In addition, as an initiative looking to the future, Fujikyu Group continuously reviews and improves internal control systems under the authority of the persons in charge specified in the respective provisions to maintain efficient and lawful corporate structures.
Legal compliance
Fully aware of its corporate social responsibility, the Fujikyu Group positions compliance with laws and regulations as a priority management issue so that it can carry out its management philosophy and management vision. The Group established the Fujikyu Group Code of Corporate Conduct and Compliance Management Rules as common provisions applicable to all group companies. The Group also formed the Compliance Committee and regularly establishes and reviews policies on compliance in accordance with the Compliance Management Rules.
Risk management
Fuji Kyuko established the Risk Management Rules and regularly assesses risks throughout the Group.
At the Risk Management Committee, which oversees risks related to business operations (held four times in fiscal year 2024), the contents of reports submitted by departments responsible for each risk are evaluated, and the identification of company-wide risks, including ESG-related risks, and appropriate responses are deliberated.
The Risk Management Committee, chaired by the officer in charge of the Audit Section who serves as the Chief Risk Management Officer, periodically receives reports on risks held by the Group, monitors them, and, as necessary, forms working groups to consider and implement specific measures, conducts risk management in coordination with the Audit Section, and submits or reports important matters to the Board of Directors.
Furthermore, pursuant to the “Rules on Management of Internal Information Relating to Incidents and Accidents,” Fuji Kyuko promptly reports the outline of any accident or similar event that occurs at any facility of the Group to the President, the relevant offices and departments, and the full-time Corporate Auditor, and takes appropriate measures.
By reporting the number of cases and topics related to risk incidents, corrupt practices, and the Help Q Line to the Board of Directors, the Board confirms that operations are conducted in accordance with the Code of Corporate Conduct, the Compliance Management Regulations, and the Employee Ethics Regulations at all Group companies, thereby ensuring the effectiveness of the risk management process.