Corporate Governence
Basic Approach to Corporate Governance
To realize the management of philosophy of "The car dealer loved by everyone", the Company recognizes that one of the most important management issues is maximizing corporate value and securing soundness through efficient and transparent management. The Company’s basic policy on corporate governance is threefold: 1) maximize the interest of shareholders, 2) establish good relationships of trust with stakeholders, including customers (our users), business partners, local communities, and employees, and 3) achieve continuous and stable growth. To this end, we have put in place functions for stringent and legitimate audit and supervision of business execution and are striving to achieve design and operation of effective internal controls, practice management always mindful of compliance, and implement organizational operation that emphasizes appropriate collaboration with subsidiaries based on Group governance.
The Roles and Responsibilities of Each Committee
Board of Directors
The company’s Board of Directors consists of 6 Board Directors, including 3 Outside Board Directors. The Board's purpose is to make decisions on matters to be resolved at Board of Directors stipulated by law and articles of incorporation and decisions on important the company’s management matters. Furthermore, through reporting on matters discussed at the management meeting, the board supervise the execution business status and ensure the fairness and transparency of management.
Audit & Supervisory Board
Audit & Supervisory Board consists of 3 Audit & Supervisory board members, including 2 outside members. Based on the laws, regulations, principles established by the board, they audit our directors with the independent view. Also, periodic meetings with the Accounting Auditor and the Internal Audit office are held to exchange opinions appropriately.
Nominating & Compensation Advisory Committee
A nominating and compensation advisory committee have been established to enhance the corporate governance system by ensuring the transparency and objectivity of the evaluation and decision process related to the nomination and compensation of Directors. This committee consists of over 3 of either directors or outside directors decided by the board of directors. Although at least half of them need to be selected from the outside directors. Also, chairpersons for each committee have to be a committee member who are outside directors.
Nominating Advisory Committee
The nominating advisory committee reports to the Board of Directors after discussing on matters related to the policies and standards for the selection, dismissal of Directors, and the overall process.
<Members>
| Chairperson | Tadamitsu Matsui (Outside Director) |
|---|---|
| Member | Isao Endo (Outside Director) |
| Member | Junko Fukushima (Outside Director) |
| Member | Seiji Hirota (Representative Director, Chairman and President) |
Compensation Advisory Committee
The compensation advisory committee reports to the Board of Directors after discussing on matters related to the remuneration system of Directors, the policy for determining remuneration, and the overall process.
<Members>
| Chairperson | Tadamitsu Matsui (Outside Director) |
|---|---|
| Member | Isao Endo (Outside Director) |
| Member | Junko Fukushima (Outside Director) |
| Member | Seiji Hirota (Representative Director, Chairman and President) |
Risk Management Committee
The committee extract and analyze the risk of obstruction inherent in management and sales activities of the Group and formulate appropriate risk countermeasures according to their importance. The department in charge of risk countermeasures confirms the progress of countermeasures and promotes initiatives systematically.
Compliance Committee
The committee considers and formulates basic policies and measures to ensure thorough compliance and discusses issues and problems in activities to strengthen the compliance system.
Tax
- Policy and Basic Approach
Information Security
- Policy and Basic Approach
Anti-Bribery and Corruption
- Policy and Basic Approach
- Initiatives & results
At the same time establishing an internal rule for control of political donations, we will certainly comply with the Political Funding Regulation Law to implement them with prior approval when we make political donations.
No political donations have been made in the fiscal 2022.