鶹AV

Corporate Information

Corporate Governance

Basic philosophy

The basic policy of the Company is to improve its corporate governance and maintain good and stable relationships with its stakeholders over the long term, in order to achieve sustainable growth of the Company and increase its corporate value over the medium to long term. Based on this policy, we will create structures that lead to the acceleration of decision-making and the strengthening of supervision by the Board of Directors and our business execution systems.

Initiatives on Corporate Governance by Nishimatsu Construction Co., Ltd.

For information about our policy on each principle of the Corporate Governance Code, please refer to Initiatives on Corporate Governance by Nishimatsu Construction Co., Ltd. For information about our initiatives, please refer to the Corporate Governance Report.

Corporate Governance System

Composition of the Board of Directors and Audit and Supervisory Committee

The Companys Board of Directors is comprised of six executive directors and four directors who are Audit and Supervisory Committee members. Five of the Executive Directors are General Managers and one is an external director (who has management experience at a listed company). The Audit and Supervisory Committee comprises one full-time internal director and three external directors (one has experience at a general trading company, one is a certified public accountant, and one has management experience at a listed company). As such, all of these external directors possess specialized knowledge in fields considered to be important for business management.
Currently, the ratio of external directors on the Board of Directors is 40%. Going forward, we will continue verifying the skill sets of those on the Board of Directors and will work to improve the efficacy of the Board.

Board of Directors' skill set

Status of Appointment of External Directors (Audit and Supervisory Committee members)

External director candidates will be selected with an emphasis on independence, and those with specialized knowledge and experience in corporate management are selected. We also take into consideration the diversity of the Board of Directors.

We will appoint candidates for directors who are Audit and Supervisory Committee members who are judged to be capable of auditing and supervising appropriately, with emphasis on their expertise and background.

Criteria for Determining the Independence of Outside Directors

If any of the following apply for a candidate for outside director, we determine that independence with the Company is not guaranteed.

  1. 1Persons affiliated with the Nishimatsu Construction Group
    • Worked for the Company or a subsidiary of the Company
    • A spouse or relative within the second degree or closer was a director, auditor, executive officer or management personnel at the Company within the five years prior to the candidate starting at their position.
  2. 2Persons affiliated with a major transaction partner
    • Persons who were a director, executive officer, or management personnel at one of our transaction partners with which the Company has a transaction amount that amounts to 2% or more of the Company's consolidated net sales in any of the three business years leading up to taking up their position at the Company. Or, persons for which this applied in the past, and five years have not elapsed since they left such position.
    • Persons who were a director, executive officer, or management personnel at a company which is a major transaction partner with us, which had a transaction amount with the Company that amounted to 2% or more of that company's consolidated net sales in the any of the three business years leading up to taking up their position at the Company. Or, persons for which this applied in the past, and five years have not elapsed since they left that position.
  3. 3Persons affiliated with a major creditor to the Company
    • Persons who were a director, executive officer, or management personnel at a major lending partner in the business report from the most recent business year. Or, persons for which this applied in the past, and five years have not elapsed since they left such position.
  4. 4Persons affiliated with attorneys or certified public accountants
    • Employees of an audit firm for the Company, persons who led auditing for the Company, or persons for whom these applied in the five years before taking up their position at the Company
    • Attorneys, certified public accountants, or consultants who received compensation from the Company of 5 million yen or more in the three years leading up to taking up their position at the Company, or persons for whom these applied in the five years before taking up their position at the Company (Includes persons in corresponding positions at corporations)
  5. 5Persons affiliated with donation recipients
    • Persons affiliated with a university or group to which the Company made donations exceeding 10 million yen on average in the three years leading up to joining the Company
  6. 6Major shareholders
    • Shareholders who possess shares amounting to 10% or more of the voting rights (if the shareholder is a corporation, then it applies to its director, management personnel, etc.)
  7. 7Other
    • If a mutual dispatch of directors is taking place
    • If another important interest with the Company is recognized

Analysis and evaluation of the effectiveness of the Board of Directors

To confirm whether the Board of Directors is appropriately fulfilling its duties of promoting sustainable corporate growth and increasing medium- to long-term corporate value, we analyze and evaluate the Boards effectiveness once a year and strive to strengthen and improve its functions.
An overview of he evaluation process, evaluation results, and initiatives going forward is given below.