Basic Approach
We regard corporate governance as the means to harmonize our responsibilities to society, shareholders, customers, business partners, and employees with our fulfillment of corporate social responsibility (CSR) as a good corporate citizen. By promoting fair, transparent, and sincere business activities guided by our Corporate Philosophy, we aim to contribute to society and enhance corporate value. In addition, we strive to foster a strong ethical foundation within the Takachiho Koheki Group, build a vibrant corporate culture, and lay the groundwork for sustainable business growth.
To achieve this, we prioritize ensuring transparency, fairness, and efficiency in management, continually strengthening our compliance framework, risk management, and internal control systems, and embedding these values deeply into the corporate culture shared by all officers and employees.
Corporate Governance Framework
We transioned from a company with an Audit and Supervisory Board to a company with an Audit and Supervisory Committee with the resolution of the 74 th Ordinary General Meeting of Shareholders held on June 26, 2025, in order to further enhance corporate governance by strengthening the supervisory function of the Board of Directors by appointing Audit and Supervisory Committee Members, who are responsible for auditing the execution of duties by directors, as members of the Board of Directors.
Diagram of the Corporate Governance Framework
(As of June 26, 2025)
Board of Directors
We have introduced a system of executive officers to separate business execution functions from management supervisory functions. The Executive Officers Meeting, comprising all executive officers, meets regularly once a month to discuss and report on the status of business execution. The Board of Directors, consisting of six directors (including two outside directors) and three Audit & Supervisory Board members (including two outside Audit & Supervisory Board members), convenes regularly once a month to make decisions on matters stipulated by laws, regulations, and the Articles of Incorporation, as well as other critical matters.
Additionally, outside directors, acting independently from the management team, oversee the execution of duties by the directors. Based on their extensive experience and broad knowledge gained through years of corporate management, they provide valuable advice as needed.
Audit & Supervisory Commitee
Our company's Audit and Supervisory Committee consists of three members, one director serving as a full-time Audit and Supervisory Committee member and two outside directors serving as part-time Audit and Supervisory Committee members. In principle, the Audit and Supervisory Committee hold a meeting once a month and also additional meetings as needed to formulate audit plans and share the status of audits and the other information among Audit and Supervisory Committee members.
Each Audit and Supervisory Committee member conducts accounting and operational audits based on the audit plan in accordance with the audit policy and division of duties determined by the Audit and Supervisory Committee.
The Audit and Supervisory Committee also cooperates with the Internal Audit Office and the Accounting Auditor to conduct efficient and effective audits.
Voluntary Committees
Nomination and Compensation Committee
To enhance fairness, transparency, and objectivity when nominating officers and determining compensation, as well as to strengthen corporate governance, the Company established a Nomination and Compensation Committee as an advisory body to the Board of Directors on October 15, 2021. The majority of its members are independent outside directors, and it is composed of inside directors and independent outside directors who are selected by a resolution of the Board of Directors.
Internal Audits
Internal audits of the Company are conducted by the Internal Audit Office (consisting of three full-time staff), which reports directly to both the President and the Audit and Supervisory Committee. Their audits encompass the entire Group, including the Company itself, its subsidiaries, and both domestic and international Group companies.
The Internal Audit Office audits to assess whether the Company’s operations are being conducted appropriately and efficiently, aiming to preemptively prevent fraud and errors, whereby the internal auditors contribute to improving operations, maintaining external credibility, safeguarding assets, and enhancing managerial efficiency. Additionally, the Internal Audit Office, representative director and the full-time Audit & Supervisory Commitee members hold monthly regular meetings to exchange opinions and gather information.
Financial Audits
Financial auditor audits are conducted by Ernst & Young ShinNihon LLC., which reviews the accuracy and appropriateness of the consolidated financial statements and other accounting-related documents prepared by the directors.
Board of Directors
Status of Activities (FY2024)
| Name |
Board of Directors |
Nomination and Compensation Committee |
| Takanobu Ide |
100% (15/15 meetings) |
100% (4/4 meetings) |
| Yoshiaki Hirata |
100% (15/15 meetings)
|
- |
| Masazumi Uematsu |
100% (15/15 meetings) |
- |
| Ichido Tatsumi |
100% (15/15 meetings) |
- |
| Michitoshi Tsuruoka |
100% (15/15 meetings) |
100% (4/4 meetings)
|
| Kazuhiko Kushima |
100% (15/15 meetings) |
100% (4/4 meetings)
|
Effectiveness Evaluation of the Board of Directors (FY2024)
Method of Analysis/Evaluation
A survey was conducted anonymously among all officers, with a third-party lawyer compiling, summarizing, and analyzing the results. The evaluation was then carried out by the Board of Directors.
Outline of the Results of Analysis/Evaluation
Based on the evaluation, the Company’s Board of Directors concluded that its effectiveness is sufficiently ensured. It determined that the processes for officer nomination and compensation are properly structured, management strategy is effectively guided, and the scheduling and agenda-setting and advanced preparations of board meetings are conducted properly, and preparations are made in advance, sufficient quality and depth of discussion on important agenda items, and enabling prompt decision-making. On the other hand, the Board acknowledged the need to strengthen the follow-up system after the meeting and to further promote business portfolio management.
Future Initiatives
Based on the evaluation results mentioned above, the Company’s Board of Directors is committed to making further improvements to enhance its effectiveness.
Takeover Response Policies
Takeover Response Policies