Governance Initiatives

Basic approach

Yamabiko Corporation actively promotes various measures to enhance the corporate value of the entire Group, including an optimization strategy and supervision function at the Group level, as well as the allocation of resources in order to achieve the Group’s global management strategy and growth.
To realize these objectives, the Company implements sound and highly transparent Group management in order to be positively evaluated by all of its stakeholders, including local communities, shareholders, customers and employees, as a Company Group with value. We do this by building a robust corporate culture based on our corporate philosophy and Code of Conduct, while enhancing and strengthening a corporate governance structure focused on Group compliance and risk management.

Corporate governance structure chart

Overview of corporate governance structure

Yamabiko Corporation's Board of Directors consists of 8 directors (7 men and 1 woman), 4 of whom are outside directors. The board takes key decisions about the Group's management policies and management strategies and about the management guidance and supervision of Group companies. The directors on the Board of Directors supervise and oversee the duties of other directors and also provide regular reports to the Board of Directors on the status of execution of their own duties. Decisions made by the Board of Directors are also discussed thoroughly by the Management Strategy Council to ensure that they are implemented speedily and accurately.
Yamabiko Corporation has adopted a corporate audit system, and we have a Board of Auditors consisting of two full-time and two outside auditors for a total of four auditors.
Based on separately determined Board of Auditors Regulations and Standards for Audits, the auditors will attend meetings of the Board of Directors, Management Strategy Council, Managing Officer Meeting and important company meetings and audit the business execution of the directors. In cooperation with the Accounting Auditor and Internal Audit Department, they will also ensure the effectiveness of audits.

Directors

・Skill matrix
We believe that for the Board of Directors to actively consider and determine Yamabiko Group business management, including globally, from diversified viewpoints, it is important for the Board to consist of diverse directors with different expert knowledge and professional experience and for the balance of knowledge, experience and abilities across the entire Board of Directors to be suitably maintained. We have prepared the skill matrix below showing the knowledge and experience each director possesses, for your reference.

・Discretionary Nomination and Remuneration Committee
At its discretion, Yamabiko Corporation has established a Nomination and Remuneration Committee as an advisory body to the Board of Directors in order to increase the independence, objectiveness and transparency of the details of the director nomination and remuneration system.
The Nomination and Compensation Committee performs the functions of both a Nomination Committee and a Compensation Committee. It has five members: four independent outside directors and one internal director. The head of the committee (chairperson) is determined through mutual election by the committee members.

Internal controls

The Yamabiko Group endeavors to establish systems to ensure appropriate operations, based on the Basic Policy on Internal Controls resolved by the Board of Directors.

Basic Policy on Internal Controls