Corporate Governance
We develop and maintain corporate governance structures and strive to raise employee awareness to secure sound management and to fulfill our corporate social responsibilities.
Basic Corporate Governance Policy
Iwatani’s corporate philosophy calls for it to “Become a person needed by society, as those needed by society can prosper.” Based on this concept, we strive to reinforce corporate governance by enhancing the soundness, transparency, and efficiency of management in line with the following five fundamental policies.
Basic Policies
Business Execution and Oversight System
Board of Directors
Responsible for Iwatani’s business decision-making and oversight, the Board of Directors consists of 13 members (including 5 Outside Members). Together with swift, appropriate decision-making and oversight based on comprehensive and active deliberation in the Board of Directors, the Outside Members of the Board strengthen the functions of the Board by enhancing and improving the transparency of its decision-making and the effectiveness of oversight from standpoints independent of core management and based on extensive experience and knowledge of corporate governance.
Executive Officer System
Iwatani strives to stimulate the activities of the Board of Directors by introducing a system of executive officers to speed up decision-making and delegate authority. In accordance with management policies decided on by the Board of Directors, executive officers are delegated authority by the Representative Member of the Board to devote themselves to business execution in compliance with relevant instructions and orders. Through adopting this system, we are promoting more efficient management by enhancing decision-making on corporate strategies and oversight functions by the Board of Directors.
Board of Corporate Officers
Once a month, the Board of Corporate Officers, whose membership consists of full-time Members of the Board, executive officers, and full-time Audit & Supervisory Board Members, meets to share information and facilitate communication in addition to deliberating on important matters related to business execution.
Nomination and Compensation Committee
Iwatani established a voluntary Nomination and Compensation Committee as an advisory body to the Board of Directors. This body consists of three or more Members of the Board, a majority of whom, including the chair, are Outside Members of the Board. The goal is to enhance fairness, transparency, and objectivity in procedures related to decision-making on the appointment and dismissal of Members of the Board, the appointment of Audit & Supervisory Board Members, and compensation of Members of the Board and to strengthen corporate governance, based on the report by this Committee.
Audit System
Iwatani has adopted a company structure with an Audit & Supervisory Board. The Audit & Supervisory Board consists of four members (including 2 Outside Audit & Supervisory Board Members). Full-time Audit & Supervisory Board Members attend meetings of the Board of Directors and the Board of Corporate Officers and other important meetings, and Outside Audit & Supervisory Board Members attend Board of Directors meetings to ensure full oversight of the execution of duties by Members of the Board. Audit & Supervisory Board Members are appointed with a focus on matters such as their specialized knowledge of finance, accounting, and law and their knowledge and experience related to our businesses. Outside Audit & Supervisory Board Members in particular are appointed based on the requirements for independent officers identified by financial instruments exchanges. In this way, Our audit system is based on multifaceted perspectives.
The Audit Department has been established to conduct internal audits. Its periodic internal audits, implemented in close cooperation and communication with Audit & Supervisory Board Members consider whether the business activities throughout the Company are being performed appropriately and efficiently.
Corporate Governance Structure
As of June 22, 2023
