Corporate Governance Structure
Differences from best practices
This table summarizes the differences to the best practices as discovered from the assessment.
Item | Adoption | Remarks |
---|---|---|
Enactment of Corporate Governance Charter | O | Enactment of Corporate Governance Charter on Mar. 31, 2021 |
Enactment of the Code of Ethics: | O | Enactment of the Code of Ethics on Jul. 1, 2018 |
O | Enactment of the Code of Ethics Practice Guidelines on Jul. 1, 2018 and then first revision released on Nov. 23, 2020 | |
Introduction of the written voting system | X | - |
Recruitment of BOD members | O | 67% recruited (4 out of 6) with the majority of outside directors appointed |
Regular BOD meetings | O | Operates under the principle of monthly meetings (Total of 8 meetings in 2020, 16 meetings in 2021) |
Prior information on directors for BOD meetings | O | Disseminated with explanation on agenda 5 days before the meeting |
Operational regulations for BOD | O | Enacted on Dec. 11, 2018, 1st revision on Oct. 29, 2020 |
Independence of outside directors | O | Supported by the Outside Director Candidate Recommendation Committee |
Internal Expert Committees of the BOD | O | Audit Committee |
Internal Transactions Committee | ||
Outside Director Candidate Recommendation Committee | ||
Personnel Committee | ||
ESG Committee | ||
Insurance for damages for directors at the company costs | O | Liability insurance purchased for executives (renewed annually) |
Exclusive meetings for outside directors | O | - |
Introduction of concentrated voting system | X | - |
Composition of the Audit Committee (all outside directors) | O | 3 outside directors (including financial experts) |
Audit Committee meetings | O | Total 10 meetings held since the establishment in October 2020 |
Independence of external auditors | O | |
Accuracy certification of business reports, etc. | O | Certified by the CEO and responsible executives |
Separation of the chairperson of BOD and the CEO | X | - |
Appointment of senior outside director | X | - |
Evaluation of BOD activities | O | Subject to evaluation from 2021 |
ESG assessment
Subject to evaluation from 2022