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Optimus Group's values in Corporate Governance encompass transparency and fairness, combined with a structure that enables swift and resolute decision-making. The most significant task in business management involves attentively listening to and comprehending every point of view from our diverse stakeholders, including customers, partner enterprises, and society.
The basic policy for corporate governance shall be laid down as follows:
By working towards the realization of effective corporate governance, the Company shall pursue sustainable growth and the enhancement of medium to long-term corporate value.
In our corporate governance system, we have adopted a company structure with an Audit & Supervisory Committee, which conforms to applicable laws and regulations. Our organisational components include the Shareholder's Meeting, the Board of Directors, the Audit & Supervisory Committee, and an Accounting Auditor. Additionally, we have established various specialised committees, such as the Management Meeting, the Nomination and Compensation Advisory Committee, the Conflict of Interest Special Committee, the Risk Management Committee, the Compliance Committee, and the Internal Audit Office.
The diagram below provides a visual representation of our corporate governance system.
In addition to the Shareholder's Meeting and optional committees, there are various other bodies to consider. These include:
The Board of Directors is responsible for determining the Company's business execution and overseeing the performance of duties by the Directors. The Board of Directors consists of a total of 9 members, comprising 5 Directors (excluding members of the Audit and Supervisory Committee) and 4 Directors who are members of the Audit & Supervisory Committee. The Board of Directors convenes regular monthly meetings and holds extraordinary meetings as required.
The Audit & Supervisory Committee is responsible for supervising the execution of directors' duties and preparing audit reports. They also determine the content of proposals for the nomination, dismissal, and reappointment of the Accounting Auditor. This committee is composed of four directors who are members of the Audit & Supervisory Committee.
The company has entered into an audit agreement with Ernst & Young ShinNihon LLC. Ernst & Young ShinNihon LLC conducts audits of the company in accordance with the Companies Act and the Financial Instruments and Exchange Law.
The purpose of the management meeting is to discuss important management issues related to the overall execution of business. The Management Meeting is attended by full-time directors, executives in business executing divisions, and the head of the Internal Audit Office. They hold regular meetings at least once a month.
An optional advisory body has been established under the Board of Directors with the aim of strengthening the independence, objectivity, and accountability of the functions of the Board of Directors regarding the nomination and remuneration of Directors. In response to the Board of Directors' consultation, the committee deliberates and reports to the Board of Directors on matters relating to the appointment and dismissal of Directors and remuneration. Chaired by an independent outside director, the majority of the committee members are independent outside directors.
The Conflict of Interest Special Committee has been established as an optional advisory body under the Board of Directors to appropriately manage and reduce potential conflicts of interest in the Group's business. In response to the consultation of the Board of Directors, it deliberates on matters relating to conflicts of interest for the entire Group and reports to the Board of Directors. The Committee consists of the President & CEO as chairman, directors as committee members, full-time directors who are Audit & Supervisory Committee members as supervisors, presidents of the Group Company or general managers appointed according to the content and matters to be discussed, and an outside lawyer.
Established to appropriately manage various risks that may affect the Group's business activities, management and operation, or the Company's executives and employees, and to promote and control activities to implement countermeasures. The committee is chaired by the President & CEO, consists of managers
The purpose of this committee is to monitor the compliance status of the Group, prevent compliance violations, and respond appropriately to any violations. The committee is chaired by the President & CEO and consists of the person in charge of the compliance division and managers appointed by directors and the chairman. It holds two regular meetings annually and holds extraordinary meetings as deemed necessary.
Internal audits are conducted for the business activities of the Group, and the purpose is to maintain the soundness and proper execution of business. By auditing the business activities of the Group from an independent standpoint, separate from execution activities, it reviews whether the business is operated effectively and efficiently in accordance with management policies, management plans, internal rules, and various regulations.
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