Basic views on corporate governance
On the basis of its holding company structure, the Group engages in business through its operating companies across a wide range of fields which include processed foods, marine products, meat and poultry products, logistics and biosciences. The Board of Directors of Nichirei Corporation (the “Company”) draws up the Group’s business strategy and implements an operating structure which provides supervision of business executed by the operating companies with the aim of achieving sustainable growth and increasing its corporate value over the medium to long term.
The Company is well aware that ensuring equitable and highly transparent business practices constitutes a key managerial issue, and accordingly strives to enhance its corporate governance practices by taking action with respect to appropriately allocating resources, accelerating the decision-making process, and ensuring strict compliance.
The Company adopts the company with board of company auditors structure of corporate governance pursuant to the Companies Act of Japan.
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, three of the current 10 directors are outside directors. The Board meets at least once a month.
Company Auditor System and Role of Board of Company Auditors
Nichirei has adopted the company auditor system. Of the five company auditors, three are outside company auditors, of whom one has experience at a financial institution, another is an experienced attorney, and the third has worked at a government agency.
The Board of Auditors meets once a month, in principle, convening additional meetings as necessary. Nichirei has established a framework to enhance the supervisory functions of company auditors, allowing for the effective use of company auditors, and strengthening the supervisory role of management.
Independent Outside Directors and Outside Company Auditors
A vested interest in Nichirei is denied outside directors and their close relatives, as well as outside company auditors and any companies or organizations of which they are directors or that they serve in other important positions.
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, Compensation Advisory, Group Human Resources, Group Risk Management, Group Environmental Protection, Group Quality Assurance, Group Internal Control, Group Director Review, and Group Social Contribution Committees.
In addition, to advance the execution of business by the president, we have set up the Management, Review, and Intellectual Property Management Committees, an overview of which follows.
|Nominating Advisory Committee||Convened by the chairperson twice yearly and as required|
|Compensation Advisory Committee||Convened by the chairperson once yearly and as required|
|The Group Human Resources Committee||Convened by the chairperson twice yearly and as required|
|The Group Risk Management Committee||Convened by the chairperson twice yearly and as required|
|The Group Environmental Protection||Convened by the chairperson twice yearly and as required|
|The Group Quality Assurance Committee||Convened by the chairperson twice yearly and as required|
|The Group Internal Control Committee||Convened by the chairperson once yearly and as required|
|The Group Director Review Committee||Convened by the chairperson as required|
|The Group Social Contribution Committee||Convened by the chairperson once yearly and as required|
|Management Committee||Held weekly on Tuesdays, except the third Tuesday of the month|
|Review Committee||Convened by the chairperson as required|
|Intellectual Property Management Committee||Convened by the chairperson as required|
Risk Management Structure
The Group set up the Group Risk Management Committee, chaired by the president, to manage the various risks associated with its business activities, and maximize the corporate 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 matters 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.
Internal Audits, Audits by Company Auditors, and Accounting Audits
Company auditors 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 Management Auditing Division, 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.