Corporate Governance Framework
- Election and Term of Office of Directors
The Board of Directors comprises up to 11 members, appointed to one-year terms in order to enhance flexibility in response to changes in business conditions. Resolutions to appoint directors must be approved by a majority of shareholders, with at least one third of those shareholders who have voting rights in attendance. To improve transparency and strengthen supervisory functions, four of the current 11 directors are outside directors. The Board meets at least once a month.
- Roles and Responsibilities of the Audit & Supervisory Board and Members
Nichirei has adopted the Audit & Supervisory Board Member system. Of the five Audit & Supervisory Board Members , three are outside Audit & Supervisory Board Members , of whom one has experience at a financial institution, another is an experienced attorney, and the third has worked at a government agency.
The Audit & Supervisory Board meets once a month, in principle, convening additional meetings as necessary. Nichirei has established a framework to enhance the supervisory functions of Audit & Supervisory Board Members, allowing for the effective use of Audit & Supervisory Board Members, and strengthening the supervisory role of management.
- Independent Outside Directors and Outside Audit & Supervisory Board Members
A vested interest in Nichirei is denied outside directors and their close relatives, as well as outside Audit & Supervisory Board Members and any companies or organizations of which they are directors or that they serve in other important positions.
- Internal Audits, Audits by Audit & Supervisory Board Members, and Accounting Audits
Audit & Supervisory Board Members at the holding company and three core operating companies hold regular liaison conferences, conduct joint audits, and ensure the effective auditing of Group-wide management. The Corporate Internal Audit, responsible for internal auditing, conducts business execution and accounting accounts to verify the status of internal controls across management activities, and offers advice as necessary, in order to ensure strict compliance and observance of the Group code of conduct, and raise awareness of risk management. In addition, the division conducts facility audits—inspecting the status of production plants, distribution centers, and other facilities—providing appropriate guidance and advice.
- Committees for Effective Corporate Governance
Nichirei has set up committees to advise the Board of Directors, to ensure effective corporate governance. The committees include the Nominating Advisory, Remuneraiton Advisory, Group Human Resources, Group Risk Management, Group Environmental Protection, Group Quality Assurance, Group Internal Control, Group Officer Examination, and Social Action Program Committees.
In addition, to advance the execution of business by the president, we have set up the Management, Examination, and Intellectual Property Management Committees, an overview of which follows.
Nominating Advisory Committee Convened by the chairperson twice yearly and as required Remuneration Advisory Committee Convened by the chairperson once yearly and as required Group Human Resources Committee Convened by the chairperson twice yearly and as required Group Risk Management Committee Convened by the chairperson twice yearly and as required Group Environmental Protection Committee Convened by the chairperson twice yearly and as required Group Quality Assurance Committee Convened by the chairperson twice yearly and as required Group Supply Chain Committee Convened by the chairperson once yearly and as required Group Internal Control Committee Convened by the chairperson once yearly and as required Group Officer Examination Committee Convened by the chairperson as required Social Action Program Committee Convened by the chairperson once yearly and as required Management Committee Held weekly on Tuesdays, except the third Tuesday of the month Examination Committee Convened by the chairperson as required Intellectual Property Management Committee Convened by the chairperson as required
- Director Compensation
To achieve the targets of our medium-term management plan, we have strengthened director incentives and devised a compensation package for Internal Directors and Executive Officers. By making stock compensation part of their remuneration, we see that they share in the same value as our shareholders.
- Board of Directors Evaluations
As necessary, and with the assistance of outside experts, the Company conducts analyses and evaluations of the Board of Directors’ activities to ensure its decision-making is effective. Summaries of the results are subsequently disclosed.
- SubjectsDirectors and Audit & Supervisory Board Members (15 individuals in total)
- PeriodJanuary–February 2020
- MethodSelf-assessment involving questionnaires conducted by third party experts.
Opinions from outside experts
Initiative 1Board of Directors membership
Initiative 2Succession plan
Initiative 3Proposal documents
- Diagram of Corporate Governance Structure
- Risk Management
The Nichirei Group has set up the Group Risk Management Committee, chaired by the Representative Director, President, to manage the various risks associated with its business activities, in the most appropriate and rational ways from a comprehensive standpoint, and to maximize the Group’s enterprise value. The committee identiﬁes and evaluates Group-wide risks and Nichirei and its business companies respond to these risks on their own accord, based on the established risk management cycle. Important items are reported to the Board of Directors of Nichirei Corporation, the holding company, which considers the response. Further, Nichirei has introduced an internal reporting system (a hotline) in an effort to minimize risk.