With a view to promoting transparency and objectivity in management, the Company has established the Nomination & Remuneration Advisory Committee to make recommendations to the Board of Directors on director and executive officer candidates and promotions, as well as on executive remuneration and performance evaluation standards. The chair shall be appointed from external directors to ensure objectivity.
In addition, the Global Risk Management & Compliance Committee and the HQ/SJ Compliance Committee have been established as committees that handle compliance and risk management and report directly to the Representative Director.These committees collaborate with compliance organizations at regional headquarters located in major regions around the world and provide overall direction for activities that improve corporate quality, including the promotion of legal compliance, fair business practices, and risk countermeasures across the Group. The Representative Director makes proposals and reports on important issues and progress of compliance activities to the Board of Directors as appropriate.
Within the Company’s corporate governance, there is a need to appropriately concentrate authority in the CEO while maintaining a strong oversight function to counterbalance that authority.
Accordingly, the Company has established the CEO Review Meeting as a shared organization of the Nomination & Remuneration Advisory Committee to discuss and consider matters relating to the CEO, including reappointment and replacement. The CEO Review Meeting conducts performance evaluation that includes a personal evaluation of the CEO, and confirms the appropriateness of the CEO’s remuneration. In this way, the CEO Review Meeting comprehensively oversees the CEO from two aspects: appointment and dismissal, and incentives. To emphasize its independence from the CEO and the CEO’s business execution framework, the CEO Review Meeting consists solely of external directors and external Audit & Supervisory Board members.