Guided by our Corporate Vision, we at Kaneka aim to fulfill our corporate social responsibility and achieve good corporate governance, which will allow us to provide shareholders and investors with sustained corporate growth and improved corporate value over the medium and long term, while maintaining good relationships with our stakeholders, including our customers, the communities where we operate, our business partners, and our employees.
Corporate Governance Structure
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We currently have two independent external directors and two independent external auditors. Since both the overseeing of business operations by the Board of Directors and auditing by the Board of Auditors are functioning well, Kaneka has chosen to be a Company with Board of Auditors under the Companies Act.
Directors and the Board of Directors
The Board of Directors, on behalf of the shareholders, is responsible for the company’s sustainable growth and for increasing corporate value in the medium to long term through efficient and effective corporate governance. The Board of Directors exercises its oversight functions on overall management to ensure fairness and transparency, as well as to appoint management positions, evaluate and determine remuneration, evaluate serious risks and determine strategies to counter them, and make the best decisions on important business operations. The Board of Directors makes resolutions on important matters related to the management of the Kaneka Group after deliberation by the Management Committee, which includes the president. There are at most 13 members on the Board of Directors. Of these, two are independent external directors to strengthen the oversight function. Directors serve for a period of one year to clearly define management responsibilities.
Auditors and the Board of Auditors
Auditors and the Board of Auditors, on behalf of the shareholders, are responsible for ensuring healthy and sustainable corporate growth, and for establishing a structure with good corporate governance that can gain social trust by checking on the performance of directors in regard to their duties. The Board of Auditors comprises four members, two of whom are independent external auditors in principle, and performs audits in coordination with the Accounting Auditor and the CSR Division’s Internal Control Department. Auditors are given space to periodically exchange views with the president, and monitor the state of business operations when necessary, by attending key meetings of the Board of Directors and those of the Management Committee, which decides on the implementation of important matters, as well as division head meetings.
Ad Hoc Committees
Independent external directors meetings are held, and an appointment and remuneration advisory committee will be created as an ad hoc committee to make full use of independent external directors.
Implementation of Business Operations
Kaneka has adopted the executive officer system to separate the oversight function of directors from the implementation function of business operations, which also facilitates decision-making and clearly defines roles. The Board of Directors decides on key management strategies and business operations of the entire Kaneka Group, while executive officers handle business operations in their respective areas of responsibility. Division heads, as well as executive officers appointed by the Board of Directors, exercise extensive authority over daily operations. However, directors handle several divisions to ensure overall coordination, and hold monthly division head meetings to enable the directors and auditors to directly hear progress reports from each division head. The Internal Control Department of the CSR Division evaluates the effectiveness of internal control and conducts an internal audit.
■ Corporate Governance Structure