Enhancement of Governance

Corporate Governance Framework

We have established corporate governance principles to serve as guidelines for corporate governance across the Nippon Sanso Holdings Group. With the aim of ensuring sustainable growth and increasing corporate value over the long term, and taking into account the positions of stakeholders, we strive to guarantee the transparency and fairness of decision-making. This reflects our belief that the key to effective corporate governance is to bolster the strength of management by ensuring the effective use of available management resources and making swift, resolute decisions.

Auditing Structure and Risk Management Structure

Initiatives to Improve Corporate Governance

Date Area Initiative
June 2015 Composition of the Board of Directors Revised Articles of Incorporation to reduce the maximum number of directors on the Board of Directors from 20 to 15, reduced the actual number of directors on the Board of Directors from 16 to 11 and appointed two independent outside directors
June 2015
July 2015
Compliance Established the position of Chief Compliance Officer (CCO) with the aim of ensuring the effectiveness of compliance
Established the Internal Control Office to assist the efforts of the CCO
October 2015 Other Formulated Principles of Corporate Governance
Formulated disclosure policy
June 2016 Committees Established the Advisory Committee on Appointments and Remuneration, consisting of the chairperson of the Board of Directors, the president (CEO), and independent outside directors, to improve the transparency and objectivity of procedures for appointing and determining remuneration for directors
June 2016 Remuneration for directors Introduced performance-linked bonuses tied to degree of achievement of medium-term management plan targets as an incentive with the goal of driving medium-term growth
July 2017 Committees Established the Information Management Committee to create an appropriate framework for the joint management of information among pertinent departments
February 2018 Compliance Appointed a Group CCO and six regional CCOs (North America, East Asia, Taiwan, Southeast Asia, India, and Australia) to create an effective Groupwide compliance framework and formulated global compliance management regulations
Established the Global Compliance Committee, which comprises the regional CCOs and is chaired by the Group COO, to facilitate the sharing of information on the status of compliance within the Group, the progress of legal proceedings, and various related issues
June 2018 Risk management Established the TNSC Technical Academy with the purpose of providing safety training and ensuring technical skills are passed on, crucial considerations from the perspective of technological risk management
March 2019 Compliance Appointed a regional CCO for Europe
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