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Governance

Corporate Governance System

Corporate Governance Structures

Corporate Governance Structures

The Oji Group has adopted a COMPANY system under which Oji Holdings oversees the formulation of Group management strategies and Group governance and each COMPANY, made up of closely-related businesses, plays a central role in business operations. This structure accelerates decision making by each business unit and clarifies management responsibilities.
In addition, as a company with Audit & Supervisory Board, Oji Holdings reinforces Group-wide governance through audits of the execution of duties by Directors carried out by the Audit & Supervisory Board Members and the Audit & Supervisory Board.
The Board of Directors consists of twelve Directors (including four Independent Outside Directors) and the Audit & Supervisory Board consists of five Audit & Supervisory Board Members (including three Independent Outside Audit & Supervisory Board Members), and Susumu Yajima, Representative Director, Chairman of the Board, chairs the Board of Directors. In FY2020, attendance of Independent Outside Directors and Independent Outside Audit & Supervisory Board Members at the Board of Directors meetings (14 meetings held) was 97.4% and attendance of Independent Outside Audit & Supervisory Board Members at the Audit & Supervisory Board meetings (14 meetings held) was 100%.
The Nomination Committee and Compensation Committee were established as advisory bodies to the Board of Directors.
These two committees enhance the objectivity and transparency of decision making, and the Compensation Committee analyzes the effectiveness of and deliberates on evaluations of the Board of Directors.

Corporate Governance Structures
Corporate Governance Structures

Composition of the Board of Directors

Board of Directors and Audit & Supervisory Board

Purpose of the Board of Directors

Based on its fiduciary responsibility and accountability for shareholders, the Board of Directors performs the following roles to promote sustainable growth and increase medium- to long-term corporate value of the Oji Group, and to improve profitability and capital efficiency.

  • The Board of Directors shall make decisions on important items of business execution within the bounds stipulated in the Board of Directors Regulations. The important items of business execution include formulation of management philosophy and management strategies which lay out the direction for the Group as a whole, and execution of investments based on these philosophy and strategies.
  • The Board of Directors supports prompt and decisive decisions regarding the issues/matters not pertaining to the Board of Directors’ resolutions, by determining in the Group Regulations the issues/matters that pertain to deliberation by Management Meetings and execution authority of Executive Directors.
  • The Board of Directors performs highly effective supervision of Executive Directors and Corporate Officers from an independent and objective standpoint.
  • The Board of Directors engages in construction of internal control systems, development of risk management systems, and supervision of their operational status.

Composition of the Board of Directors

The maximum number of Directors is 15 in principle, and at least 2 of them are Independent Outside Directors. In addition, 20 Corporate Officers, 7 of whom serve concurrently as Directors, are selected to speed up decision-making, strengthen the business execution system, and clarify executive responsibilities.

The Board of Directors, in order to fulfill a role necessary for achieving sustainable growth of and improvement of corporate value of the Group over the medium to long term, has been organized while giving due consideration to the balance of diverse knowledge and expertise concerning the business of the Group.
There are currently 12 Directors, 4 of whom are Independent Outside Directors (including two female Directors).
The Nomination Committee, which is an advisory body to the Board of Directors, deliberates upon the selection of candidates for Directors and the appointment of Group Corporate Officers before submitting a report to the Board of Directors. Regarding candidates for Audit & Supervisory Board Members, a report is submitted to the Board of Directors after consulting the Nomination Committee and obtaining the consent of the Audit & Supervisory Board.
The Nomination Committee consists of 4 Independent Directors, the Chairman, and the President, and the Board of Directors receives the report from the Nomination Committee, deliberates, and makes decisions.

Purpose of the Audit & Supervisory Board

Audit & Supervisory Board Members and the Audit and Supervisory Board conduct operational audits and accounting audits from an independent and objective standpoint, based on their fiduciary responsibility for shareholders.
Audit & Supervisory Board Members and the Audit and Supervisory Board strive to actively exercise their authority through actively combining the advanced information gathering capabilities of Standing Audit & Supervisory Board Members and the strong independence of Independent Outside Audit & Supervisory Board Members while maintaining cooperation with Independent Outside Audit & Supervisory Members.

Composition of the Audit & Supervisory Board

Audit & Supervisory Board is consisting of 5 Audit & Supervisory (including 3 Independent Outside Audit & Supervisory Board Members). Audit & Supervisory Board Members ensures transparency and monitors and verifies management. Audit & Supervisory Board Members attend the Board of Directors and other important meetings based on the audit plan established by the Audit & Supervisory Board to audit Directors’ execution of duties.
Nobuko Otsuka, an Audit & Supervisory Board Member, has experience in taxation, accounting and internal audit at a Taxation Bureau, a tax accountant corporation, as well as Oji Holdings Corporation, and has considerable financial and accounting knowledge.
In addition, Noriko Sekiguchi, an outside corporate auditor, is a certified public accountant with a wealth of experience, advanced expertise, and broad insight into corporate accounting, as well as extensive practical experience in the corporate sector, and has considerable knowledge of finance and accounting.

Status of Activities by and Reason for Appointment of Independent Outside Officers

Independent Outside Directors and Independent Outside Audit & Supervisory Board Members

Status of Activities by and Reason for Appointment of Independent Outside Officers

There are four Independent Outside Directors and three Independent Outside Audit & Supervisory Board Members at Oji Holdings. All Independent Outside Officers attend Board of Directors meetings, and the briefings that are held twice each month in principle and are conducted by the Director responsible for the Corporate Governance Division regarding Management Meeting agendas and planned Board of Directors deliberation matters. In addition, the four Independent Outside Directors make up the Nomination Committee and the Compensation Committee.
Persons with highly specialized and wide-ranging knowledge who are able to express opinions that are independent from management and from the perspectives of various stakeholders are selected as Independent Outside Director candidates, and persons with excellent character and insight, a high level of specialization, and extensive experience are selected as Independent Outside Audit & Supervisory Board Member candidates.
Audit & Supervisory Board Members regularly meet with the Accounting Auditor to receive explanations on plans and implementation status of audits as well as financial statement audit results, and exchange opinions.
Audit & Supervisory Board Members and the Company’s Internal Audit Department meet once every month to exchange information on audit plans and results, and ensure cooperation between them.
Regarding Independent Directors and Independent Outside Audit & Supervisory Board Members, the content of the Holdings Management Meeting and the Group Management Meeting is reported twice a month, in principle. Through these opportunities, reports and opinions are exchanged in order to form a collaborative relationship.

Main Activities of Independent Outside Officers in FY2019

Main Activities of Independent Outside Officers in FY2020

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Category Name Attendance at
Board of Directors
meetings
Statement at the meeting
and summary of duties performed
for a role expectations.
Independent
Outside Director
Michihiro Nara Attended 13 of
14 meetings
(92.9%)
He fulfills his expected role in the Company's management through comments based on his extensive experience and high level of insight from a professional perspective as an attorney at law and from a standpoint independent of management.
Independent
Outside Director
ToshihisaTanaka Attended 14 of
14 meetings
(100%)
He has fulfilled his expected role in the Company's management through his comments based on his extensive experience and high level of insight as a diplomat from a standpoint independent of management.
Independent
Outside Director
Sachiko Ai Attended 10 of
11 meetings
(90.9%)
She has fulfilled her expected role in the Company's management through her comments based on her extensive experience, a high level of insight into a wide range of domestic and overseas business trends, and high-level expertise in the financial sector from a standpoint independent of management.
Independent
Outside Director
Seiko Nagai
(Took office in June 2021)
 
  • *The attendance of Sachiko Ai, Outside Director, covers only the meetings of the Board of Directors held after her appointment on June 26, 2020.

Main Activities of Independent Outside Audit & Supervisory Board Members in FY2020

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Category Name Attendance at
Board of Directors
meetings
Attendance at
Board of Audit &
Supervisory Board meetings
Statement at Meetings
Audit &
Supervisory Board
Member
Makoto Katsura Attended 14 of
14 meetings
(100%)
Attended 14 of
14 meetings
(100%)
Makes statements from a professional perspective based on extensive experience and wide-ranging knowledge as an attorney.
Audit &
Supervisory Board
Member
Mikinao Kitada Attended 14 of
14 meetings
(100%)
Attended 14 of
14 meetings
(100%)
Makes statements based on extensive experience and wide-ranging knowledge as a prosecutor and attorney.
Independent
Outside Audit &
Supervisory Board
Member
Norio Henmi Attended 10 of
10 meetings
(100%)
Attended 10 of
10 meetings
(100%)
Makes statements from a professional perspective based on extensive experience and wide-ranging knowledge as an attorney.
Independent
Outside Audit &
Supervisory Board
Member
Hidero Chimori
(Took office in June 2021)
 
Independent
Outside Audit &
Supervisory Board
Member
Noriko Sekiguchi
(Took office in June 2021)
 
  • *The attendance of Norio Henmi, Independent Outside Audit & Supervisory Board Member, covers the meetings of the Board of Directors and the Board of Corporate Auditors held until his retirement due to his passing.

Nomination Committee and Compensation Committee

Purpose of Nomination Committee

The Nomination Committee deliberates and reports to the Board of Directors on the following issues/matters in order to strengthen the independence, objectivity, and accountability of functions of Directors concerning the nomination of Officers and Corporate Officers by obtaining appropriate involvement and advices from Independent Outside Directors.

  • Nomination policies for candidates for Directors and Audit & Supervisory Board Members
  • Appointment policies for Corporate Officers
  • Nomination of Directors and Audit & Supervisory Board Members, appointment of Corporate Officers
  • Dismissal of Directors, Audit & Supervisory Board Members, and Corporate Officers in cases where they do not satisfy the nomination and appointment policies
  • Succession planning for the Director of the Board, President
  • Appointment and dismissal of Advisors

Purpose of Compensation Committee

The Compensation Committee deliberates and reports to the Board of Directors on the following issues/matters in order to strengthen the independence, objectivity, and accountability of functions of Directors concerning the compensation of Directors and Corporate Officers by obtaining appropriate involvement and advices from Independent Outside Directors.

  • Remuneration system and levels for Directors and Corporate Officers
  • Evaluation of Directors and Corporate Officers
  • Analysis and evaluation of the effectiveness of the Board of Directors
  • Remuneration system and levels for Advisors

Structures of the Nomination Committee and the Compensation Committee and their meetings held in FY2020

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Position Name Nomination
Committee
Attendance Compensation
Committee
Attendance
Director, Chairman of the Board Susumu Yajima   1/1   2/2
Director of the Board, President Masatoshi Kaku Committee Chair 1/1 Committee Chair 2/2
Independent Outside Director Michihiro Nara   1/1   2/2
Independent Outside Director Toshihisa Takata   1/1   2/2
Independent Outside Director Sachiko Ai   1/1   1/1
Independent Outside Director Seiko Nagai
(Took office in June 2021)
   
  • *The attendance of Sachiko Ai, Outside Director, covers only the meetings of the Board of Directors held after her appointment on June 26, 2020.

Policy on Determination of Director Compensation and Total Compensation Amount

Policy on Determination of Director Compensation and Total Compensation Amount

Policy on Determination of Director Compensation

Oji Holdings has designed its compensation programs with an emphasis on the roles performed by the Director compensation program such that the Board of Directors promotes sustainable growth and increasing medium- to long-term corporate value of the company and pursues enhanced profitability and capital efficiency. The specifics of the Director compensation program and determination policies are set forth in the Fundamental Policies on Corporate Governance. Director compensation comprises base compensation, bonuses that reflect short-term performance, and stock-based compensation that reflects medium- to long-term improvement in corporate value. Determinations are made by the Board of Directors based on recommendations submitted by the Compensation Committee.
Please refer to the Annual Securities Report for details concerning performance-linked compensation including bonuses and stock-based compensation.

Payment ratios of performance-linked compensation and non-performance-linked compensation

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Position Fixed
compensation
Performance-linked compensation Total
Bonuses Stock-based
compensation
Total
Director, Chairman of the Board 50% 25% 25% 50% 100%
Director of the Board, President 50% 25% 25% 50% 100%
Director of the Board, Senior Executive Officer 50% 25% 25% 50% 100%
Director of the Board, Executive Officer 50% 25% 25% 50% 100%
Independent Outside Director 100% 100%
  • *The payment ratios will fluctuate due to changes in performance-linked compensation such as bonuses and stock-based compensation.

Total amount of compensation for each officer category, total amount of compensation, etc. by type, and number of eligible officers (FY2020)

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Officer category Total amount of
compensation
(million yen)
Total amount of compensation, etc. by type
(million yen)
Number of
eligible officers
(persons)
Fixed
compensation
Performance-linked compensation
Bonuses Stock-based
compensation
Directors (excluding Independent Outside Directors) 524 239 169 116 12
Audit & Supervisory Board Members
(excluding Independent Outside Audit & Supervisory Board Members)
51 51 2
Independent Outside Directors and Independent
Outside Audit & Supervisory Board Members
76 76 6

Policy and Process for Nomination of Directors and Audit & Supervisory Board Members

Policy and Process for Nomination of Directors and Audit & Supervisory Board Members

Policy

At Oji Holdings, the Fundamental Policies on Corporate Governance stipulate as a Director nomination policy that candidates be nominated for Directors who possess excellent character and insight and who may contribute to the sustainable growth as well as the increase of medium- to long-term corporate value of the Group and that candidates be appointed for Audit & Supervisory Board Members who are capable of executing the duties of Audit & Supervisory Board Members, and who possess excellent character and insight as well as high level of specialization and extensive experience.

Process

When nominating candidates for Directors, the Nomination Committee, an advisory body to the Board of Directors, deliberates and recommends to the Board of Directors. As for nomination of candidates for Audit & Supervisory Board Members, the Nomination Committee recommends to the Board of Directors with the consent of the Audit & Supervisory Board, following consultation with the Nomination Committee. The Nominating Committee consists of four Independent Outside Directors, the Chairman and the President, and the Board of Directors receives reporting from the Committee, deliberates and makes decisions.

Directors’ Skill Map

The capabilities of our Directors are as follows:

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Director Corporate
management
Finance and
accounting
Manufacturing
and
technologies
Research and
development
Sales and
marketing
Personnel and
labor
management
Purchase and
procurement
Internationality ESG
Susumu Yajima          
Masatoshi Kaku          
Yoshiki Koseki            
Hiroyuki Isono            
Fumio Shindo            
Kazuhiko Kamada            
Koichi Ishida            
Shigeki Aoki            
Michihiro Nara
(Independent
Outside Director)
               
Toshihisa Takata
(Independent
Outside Director)
               
Sachiko Ai
(Independent
Outside Director)
             
Seiko Nagai
(Newly appointed,
Independent Outside Director)
             

Effectiveness Evaluation of the Board of Directors

The Fundamental Policies on Corporate Governance stipulates that the Board of Directors shall conduct analysis and evaluation of the effectiveness of the Board of Directors every year, and take required measures to ensure the effectiveness of the Board of Directors as a whole as well as disclose an overview of the findings. In order to evaluate the effectiveness of the Board of Directors, we conduct a survey on the role, structure, and operation of the Board of Directors from April to May every year for all Directors and Audit & Supervisory Board Members. The evaluation findings will be analyzed by the Compensation Committee, in which Independent Outside Directors participate, and then deliberated by the Board of Directors based on the analysis results.
In the past, we recognized issues such as room for improvement in the structure of the Board of Directors, which places importance on diversity, and decided to implement countermeasures.
An overview of the findings in the analysis and evaluation of the Board of Directors of FY2020 conducted in and after April 2021 has been disclosed separately in the Corporate Governance Report.

Policy for Strategic Shareholding

The Oji Group strategically holds shares that are expected to contribute to the sustainable growth of the Group and the improvement of corporate value over the medium to long term as part of its management strategy for the purpose of business alliances and strengthening and maintenance of long-term and stable relationships with business partners. The Board of Directors specifically examines every year whether the purpose of strategic shareholding is appropriate and whether the benefits and risks associated with strategic shareholding are commensurate with the cost of capital to verify the appropriateness of the holding. We sell shares properly and appropriately if the rationality for holding them has diminished to reduce strategic shareholding.