Fundamental Views on Corporate Governance
As a company responsible for the infrastructure of society, the Company will ensure fairness and transparency in management and fulfill its duty of accountability to shareholders and other stakeholders in order to achieve sustainable growth and increase corporate value over the medium to long terms.
Overview of the Corporate Governance System
The Company positions its Board of Directors as the supreme organization that manages and supervises its operations. The Board of Directors is convened, in principle, every month on a regular basis resolves the Company’s management policies and important matters related to the execution of operations in accordance with the laws and regulations, the Articles of Incorporation and the Board of Directors Rules. It also supervises the performance of the duties of the Directors.
The Board of Directors comprises 15 Directors, including four Outside Directors. The term of office for the Directors was reduced from two years to one year in June 2006 to clarify the responsibilities of the Directors for corporate management. Moreover, the Board of Corporate Auditors comprises four Corporate Auditors, including two Outside Corporate Auditors. It audits the performance of the duties of the Directors as an independent organization mandated by the Company’s shareholders.
Process of Enhancing the Business Execution, Supervisory Function, etc.
The Company adopted the executive officer system in April 2005, aiming to promote the separation of the management and business execution functions, clearly delineate authority and responsibility and strengthen the business operation system. Moreover, as part of the process of implementing efficient and effective corporate management, the Tokyu Group Corporate Executive Committee is convened on a regular basis as an organ that deliberates on important management issues of the corporate group consisting of the Company and its consolidated subsidiaries. In addition, the Management Meeting is held, in principle, each week to deliberate on and decide the fundamental policies of the Company’s business execution and important matters.
Internal audits are conducted for all aspects of the business of the Company, in order to accurately grasp and verify the realities of corporate management and to set up systems needed for improving business operations. The results of internal audits are reported to the management team and Corporate Auditors. The Company is also strengthening internal audits for the purpose of ensuring the appropriateness of corporate management and continuously conducts internal audits for subsidiaries.
Corporate Governance Structure