The Company believes that contributing to the resolution of issues confronting society, along with supporting stable energy supply, is an integral part of its responsibilities. Based on this belief, we announced our policy of acting as a “reliable partner” in line with our corporate vision for 2030 and aim to fulfill the following three responsibilities: “Protect the Environment and Lifestyles,” “Support Regional Communities,” and “Provide for Society with Technological Capabilities.” Through these endeavors, we intend to play our part in business domains associated with the “energy material transition to a carbon-neutral recycling society,” “next-generation mobility and community adapted to an aging society,” and the provision of “advanced materials that enable the solution of these issues.”
With this aim in mind, the Company recognizes the importance of constructing positive relationships with all stakeholders, including customers, shareholders, business partners, local communities and employees, by fulfilling its social responsibility as a good corporate citizen, improving management transparency, and promoting sound and sustainable growth.
Japan’s Corporate Governance Code is aimed at achieving sustainable corporate growth and increasing medium to long-term corporate value by maintaining dialogue with shareholders. The Company, which strives to be both socially respected and highly trusted, believes that it must comply with the code in principle.
The Company attaches great importance to being self-governing, thinking for itself, and making independent judgements in accordance with its corporate vision for 2030. In addition, the Company openly discusses its business status and management circumstances with Independent Outside Directors and Independent Outside Audit & Supervisory Board Members who bring to bear a wide range of knowledge and backgrounds. The Company sincerely takes heed of their unrestricted views, as it endeavors to continue operating in a transparent and fair manner.

The Board of Directors of the Company shall make important business decisions and supervise the execution of business. As a company with an Audit & Supervisory Board, the Company shall ensure that the execution of duties by officers and employees is audited by Audit & Supervisory Board Members and the Audit & Supervisory Board, which remain independent of the Board of Directors. The Board of Directors shall, in accordance with laws, regulations, the Articles of Incorporation, and other rules set down by the Company, make decisions on business strategy, business planning, and other key business matters for the Company and supervise the execution of business. In order to increase the objectivity of the Board of Directors, the Company has made it possible to separate the roles of the chairperson and the CEO through the April 2019 revision of a clause in the Articles of Incorporation, which previously stipulated that the CEO serve as the chairperson of the Board of Directors, to instead mandate that the chairperson will be determined by the Board of Directors.
For FY2021, the chairperson was appointed from among the Outside Directors. With regard to matters other than those mentioned above, the Company shall delegate authority for business execution to the Representative Director and CEO as well as the heads of departments and other business units with a view to facilitating speedier decision making.

There are 12 Directors, five of whom are Independent Outside Directors with diverse backgrounds, including women and non-Japanese nationals. The term of Directors shall continue until the conclusion of the annual shareholders meeting for the final business year that ends within one year of their election pursuant to the provisions of the Articles of Incorporation. In FY2019, the Board of Directors met 16 times.

There are four Audit & Supervisory Board Members, two of whom are Independent Outside Audit & Supervisory Board Members, and we have established a system that allows them to fully perform management oversight functions from outside.

The term of Audit & Supervisory Board Members shall continue until the conclusion of the annual shareholders meeting for the final business year that ends within four years of their election pursuant to the provisions of the Articles of Incorporation. The Audit & Supervisory Board works to improve the level of auditing by sharing issues and information among Audit & Supervisory Board Members and, when necessary, requesting information from the Directors and departments. In FY2019, the Audit & Supervisory Board met 16 times.

Fiscal Year	Form of Organization	Number of Directors	of Which, Number of Independent Outside Directors	Number of Audit & Supervisory Board Members	of Which, Number of Independent Outside Audit & Supervisory Board
FY2015	Company with Audit & Supervisory Board	10 people	2 (One woman)	5 people	3 people
FY2016	Company with Audit & Supervisory Board	10 people	2 (One woman)	5 people	3 people
FY2017	Company with Audit & Supervisory Board	12 people	4 (One woman and one foreigner)	4 people	2 people
FY2018	Company with Audit & Supervisory Board	11 people	4 (One woman and one foreigner)	4 people	2 people
FY2019	Company with Audit & Supervisory Board	13 people	5 (One woman and one foreigner)	4 people	2 people
FY2020	Company with Audit & Supervisory Board	12 people	5 (One woman and one foreigner)	4 people	2 people

(1) Nomination and Compensation Advisory Committee

To enhance the transparency and objectivity of its nomination and compensation functions, as an advisory body to the Board of Directors, the Company has in place the “Nomination and Compensation Advisory Committee consisting of only Independent Outside Directors.” This committee was created in July 2021 by merging the Nomination Advisory Committee and the Compensation Advisory Committee with an eye to facilitating consistent discussions regarding issues associated with nomination and compensation.
With regard to nomination, this committee reports on proposals made by the President and Representative Director in connection with the submission to the General Meeting of Shareholders of candidates for election to the offices of Director and Audit & Supervisory Board Member or for the dismissal of current officeholders. Similarly, the committee offers advice regarding such matters as the election and dismissal of Executive Officers who fill specific positions and the determination of such positions.
With regard to compensation, the committee engages in multifaceted discussions and, upon the request of the Board of Directors, provides advice in line with the Company’s basic policies on compensation for Directors and Executive Officers.
 

Chair	Outside Director	Mitsunobu Koshiba
	Outside Director	Takeo Kikkawa
	Outside Director	Yumiko Noda
	Outside Director	Maki Kado

(2) Safety & Safety Assurance Advisory Committee / (3) Advisory Board

To maintain the transparency and soundness of business management, the Company has established the “Safety & Safety Assurance Advisory Committee” and the “Advisory Board,” both of which serve as advisory bodies to the Board of Directors and the President and Representative Director. With the inclusion of outside experts into their membership, these bodies are designed to ensure the reception of frank opinions on the Company from a third-party perspective and reflect said opinions in management improvements.
The “Safety & Safety Assurance Advisory Committee” is focused on providing the Board of Directors and the President and Representative Director with advice on the maintenance of safety assurance for the entire Group, to this end addressing issues associated with the strengthening of facility safety assurance, particularly technical issues. In addition, recent changes in the business environment have increased the importance of ensuring safety and safety assurance in business deployment, new businesses, and overseas expansion. Therefore, we have set up a working group within the Safety & Environmental Protection Headquarters to select themes appropriate to business development and field outside experts’ recommendations on various themes.
The “Advisory Board” was established in April 2021 to take over from the Management Advisory Committee. It is
designed to act as an advisory body to the President and Representative Director, with members consisting of Outside Directors and other outside experts, and is given ample opportunity to contribute recommendations on management issues. The “Advisory Board” met in April 2021 to issue recommendations regarding the revision of the Medium-term Management Plan and is expected to meet several times a year as necessary.
 

(4) Personnel Committee

The “Personnel Committee” was established as an advisory body to the President and Representative Director, with the aim of facilitating the optimal allocation of human resources, including Executive Officers, to optimal positions. This committee also aims to ensure fair and impartial evaluation and enhance the transparency of relevant decision-making processes. The “Personnel Committee” is attended by the President and Representative Director, Vice President, the Officer in charge of personnel, and other officers appointed by the President to discuss and issue recommendations on such matters as the appointment and dismissal of Executive Officers and the selection of members of the Management Committee.
 

(5)-(14) Management Committee, Enterprise Risk Management Committee, and Other Committees

The “Management Committee” (5) and the “Enterprise Risk Management Committee” (6) are charged with deliberatingmanagement strategies for the entire Group as well as for each executive department in addition to discussing managementissues.
The “Management Committee” formulates and discusses strategies associated with Group management while strivingto ensure smooth and appropriate decision making on important matters associated with business execution. Under this committee, there are five specialized committees established to study specialized risks affecting business execution: the “Investment & Finance Committee” (7), the “Derivative Committee” (8), the “Procurement Committee” (9), the “Credit Committee” (10), and the “Research & Development Committee” (11).
The “Enterprise Risk Management Committee” (6) discusses and decides on risk management-related matters
associated with Group management and monitors said matters as necessary. Under this committee, the “Risk Management and Compliance Committee” (12) works to strengthen the Company’s response to operational risks and secure a robust structure for deliberating and formulating risk management policies. The Management Committee and the Enterprise Risk Management Committee are both chaired by the President and Representative Director, with their membership primarily comprising individuals specializing in and/or supervising diverse business fields. This ensures that these committees are able to engage in comprehensive and effective discussions when addressing cross-sectional issues and risks.
The “Information Disclosure Committee” (13) works to ensure timely and appropriate information disclosure based on the Group’s information disclosure policy, while the “Committee for the Evaluation of Internal Controls over Financial Reporting” (14) operates within the Internal Audit Department to strengthen J-SOX compliance.

 

List of Committees

Committee name	Chairman	Members	Meeting frequency	Roles
(5) Management Committee	President	Individuals appointed by the committee chair based on deliberation by the Human Resource Committee	In principle, three times a month	To discuss and consider management strategies and issues for the entire Group and for each division To deliberate the execution of business
(6) Enterprise Risk Management Committee	President	Individuals appointed by the committee chair	In principle, twice a year	To discuss and consider management strategies and issues for the entire Group and for each division To determine policies for and monitor the status of risk management
(7) Investment and Finance Committee	The general manager of Corporate Planning Department	General managers of relevant departments	As needed	To deliberate and report on investment-related matters and to establish investment standards
(8) Derivatives Committee	Director or Executive Officer	General managers of relevant departments	In principle, once a month	To deliberate and consider basic policies on derivatives for the entire Group as well as the status of relevant audits and transactions
(9) Procurement Committee	Director or Executive Officer	General managers of relevant departments	In principle, once a month	To deliberate and consider matters related to the procurement of materials as well as construction work and other services
(10) Credit Committee	Director or Executive Officer	General managers of relevant departments	In principle, once a month	To deliberate and consider basic policies on credit management for the entire Group and measures to collect non-performing loans
(11) Research & Development Committee	Director or Executive Officer	General managers of relevant departments	In principle, four times a year	To consider matters related to the direction, strategies, and issues pertaining to company-wide esearch and development
(12) Risk Management and Compliance Committee	Director or Executive Officer	General managers of relevant departments	In principle, four times a year	To deliberate and prepare important policies to promote business risk management To address compliance concerns and to formulate compliance promotion plans To monitor the status of compliance activities
(13) Information Disclosure Committee	Director or Executive Officer	General managers of relevant departments	As needed	To make decisions regarding information disclosure including internal systems
(14) Internal Control Evaluation Committee over Financial Reporting	Director or Executive Officer	Directors or Executive Officers in charge of relevant departments	In principle, twice a year	To deliberate and consider matters related to determination of annual review, operation policy, as well as evaluation plan and scope