While the Board of Directors of the Company shall make important business decisions and supervise the execution of business, the Company, as a company with Audit & Supervisory Board, shall ensure that Audit & Supervisory Board Members and the Audit & Supervisory Board that are independent of the Board of Directors shall audit the execution of duties by officers and employees.
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 by revising a clause in the Articles of Incorporation stipulating that the CEO will serve as the chairperson of the Board of Directors to read that the chairperson will be determined by the Board of Directors.
With regard to matters other than those mentioned above, the Company shall delegate authority for business execution to the Representative Director and CEO, Management Meeting, Directors who also serve as Executive Officers, Executive Officers and General Managers, with a view to facilitating decision making on the execution of business. The Management Meeting, which has the Representative Director and some Executive Officers as its members, decides on business execution based on the Authority Rules.
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 |
To maintain management transparency and soundness, our company has established two committees as advisory
bodies to the Board of Directors, the "Management Advisory Committee" and the "Safety and Security Advisory Committee." Both committees receive frank opinions on our company from a third-party perspective and reflect them in management improvements.
The "Management Advisory Committee" is positioned as a body that advises on issues related to overall management reform. In principle, it meets once every six months and receives recommendations from 2 outside advisors.
The "Safety and Security Advisory Committee" has consulted on security issues, particularly technical issues, to prevent large-scale disasters at refineries and plants. Recent changes in the business environment have increased the importance of ensuring safety 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 the business development and receive recommendations from outside experts each time.
To enhance the transparency and objectivity of its nomination and compensation functions, as advisory bodies to the Board of Directors, our company has established the "Nominating Advisory Committee" and "Compensation Advisory Committee" which are comprised of Independent Outside Directors and independent outside auditors, and chaired by Independent Outside Directors.
The "Nominating Advisory Committee" reports on the president's proposal submitted to a general meeting of shareholders, for the election of candidates for Directors and Audit & Supervisory Board Members, as well as the election of the President and Representative Director and Executive Officers. "Compensation Advisory Committee" also reports on matters related to the remuneration of Directors and Executive Officers.
In addition to examining management issues such as the Group's strategy and governance, the "Management Committee"
has been established to deliberate on important business execution issues. In addition, the "Enterprise Risk Management Committee" has been established as an organization to discuss and decide matters related to the Group's risk management and to monitor them as necessary.
At the bottom of the "Management Committee" are 5 specialized committees to discuss specialized risks in business execution: "Investment and Finance Committee," "Derivatives Committee," "Procurement Committee," "Credit Committee," and "Research & Development Committee." In addition, we have established the "Risk Management Committee" and the "Compliance Committee" under the "Enterprise Risk Management Committee" in order to strengthen our response to business risk cases and develop a framework for reviewing and drafting risk management policies. In addition, we have established the "Committee for the Evaluation of International Controls over Financial Reporting" to strengthen J-SOX compliance and the "Information Disclosure Committee" to provide timely and appropriate information disclosure based on the Group's information disclosure policy.
For an overview of each committee, please refer to page 53 of the Idemitsu Sustainability Report 2019.。
Committee Name | Chair | Members | Meeting frequency | Roles |
---|---|---|---|---|
Management Committee | President | Committee members appointed by chair | 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. |
Enterprise Risk Management Committee |
President | Committee members appointed by chair |
In principle, twice a year | To decide on and monitor risk management policies for group management |
Investment and Finance Committee |
Director in charge (determined by management meeting) | General managers of relevant departments | As needed | To deliberate and report on investment-related matters and to establish investment standards |
Derivatives Committee | Director in charge (determined by management meeting) | General managers of relevant departments | In principle, once a month | To perform derivative audits and to confirm and report on the status of risk management for the entire group |
Procurement Committee | Director in charge (determined by management meeting) | General managers of relevant departments | In principle, once a month | To deliberate on and consider matters regarding the placement of orders for services, raw materials, and other items |
Credit Committee | Director in charge (determined by management meeting) | General managers of relevant departments | In principle, once a month | To formulate basic policies related to debt management and measures for collecting non performing loans or bad debts |
Research & Development Committee |
Director in charge (determined by management meeting) | 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 research and development |
Risk Management Committee | Director in charge (determined by management meeting) | General managers of relevant departments | In principle, four times a year | To deliberate and prepare important policies to promote business risk management |
Compliance Committee | Director in charge (determined by management meeting) | General managers of relevant departments | In principle, twice a year | To make appropriate response to compliance concerns and to promote compliance activities |
Committee for the Evaluation of Internal Controls over Financial Reporting |
Director in charge of accounting |
Relevant directors or executive officers |
In principle, twice a year | To assess and consider matters related to internal controls regarding financial reporting |
Information Disclosure Committee |
Director in charge (determined by management meeting) | Relevant directors, executive officers, and general managers |
As needed | To decide on disclosure of information |