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 Current 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 and resolves the Company’s management policies and important matters related to the execution of operations in accordance with laws and regulations, the Articles of Incorporation, and the Board of Directors Rules. It also supervises the Directors' performance of their duties.
The Board of Directors consists of 14 Directors (twelve male and two female Directors), including five Outside Directors. The term of office for Directors was reduced from two years to one year in June 2006 to clarify the responsibilities of the Directors for corporate management. The Board of Corporate Auditors is comprised of four Corporate Auditors (four male Corporate Auditors), including two Outside Corporate Auditors. It audits Directors' performance of their duties as an independent organization mandated by the Company’s shareholders.
Process of Enhancing Business Execution, Supervisory Functions, 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 understand and verify the realities of corporate management and to set up systems needed for promoting the improvement of business operations. The results of internal audits are reported to the management team and Corporate Auditors. The Company also continuously conducts and strengthens internal audits to ensure the appropriateness of corporate management, including the corporate management of subsidiaries.
Corporate Governance Structure