Governance Corporate Governance
- Basic Policy /
Corporate Governance Framework - Board of Directors
- Evaluations of the Board of Directors’ Effectiveness
- Conducting Training for Outside Officers
- Remuneration Committee and Nomination Committee
- Audit & Supervisory Board
- Meetings of Outside
Directors and Outside Audit
& Supervisory Board
Members - Guidelines・Report
Audit & Supervisory Board
Establishment of the Audit & Supervisory Board
The Audit & Supervisory Board, which consists of five members, three of whom are outside Audit & Supervisory Board members, meets once a month, in principle, and whenever necessary. The Audit & Supervisory Board members audit the performance of director duties from the perspective of a holding company of the Group by attending the Board of Directors’ and other important meetings, exchanging opinions with directors and key personnel, and receiving reports on the status of performance of the Group’s advertising and integrated media companies.
Activities of the Audit & Supervisory Board (Fiscal 2023)
The Audit & Supervisory Board meets at least once a month, in principle, and additional meetings are arranged as necessary. In fiscal 2023, the Audit & Supervisory Board met 26 times, and the number of items raised with the Board was 81. The attendance of individual Audit & Supervisory Board members at meetings is detailed below.
| Position | Name | Attendance |
|---|---|---|
| Full-time Audit & Supervisory Board member | Osamu Nishimura | 26/26 (100%) |
| Full-time Audit & Supervisory Board member | Tomoyuki Imaizumi | 26/26 (100%) |
| Outside Audit & Supervisory Board member | Kazuhiko Tomoda | 26/26 (100%) |
| Outside Audit & Supervisory Board member | Shin Kikuchi | 26/26 (100%) |
| Outside Audit & Supervisory Board member | Kimitoshi Yabuki | 16/18 (88.9%) |
- Note: The status of attendance at Audit & Supervisory Board meetings by outside Audit & Supervisory Board member Kimitoshi Yabuki reflects meetings held after he was appointed in June 2023.
Specific Agenda Items
Specific Audit & Supervisory Board agenda items in fiscal 2023 are described below.
| Items to be resolved | • Selection of the Audit & Supervisory Board chairperson • Selection of full-time Audit & Supervisory Board members, selection of specific auditors • Determination of audit plans (audit policy, priority audit items, assignment of duties, etc.) • Consent on proposals for the appointment of Audit & Supervisory Board members • Determination of the content of proposals for the appointment, dismissal, or non-reappointment of accounting auditors • Investigation and confirmation of proposals, etc., at the General Meeting of Shareholders • Consent regarding remuneration, etc., of the accounting auditors • Determination of Audit & Supervisory Board members’ remuneration, etc. • Preparation and submission of the audit report, etc. |
|---|---|
| Items to be reported | • Report on the performance of duties by full-time Audit & Supervisory Board members • Receipt and summary report of financial statements, supplementary schedules, and consolidated financial statements • Quarterly non-consolidated and consolidated financial statements and summary report on financial results • Opinion report on the selection and dismissal of accounting auditors • Report on the audit plan of accounting auditors and the Auditing Division of Hakuhodo DY Holdings • Quarterly review by accounting auditors • Report on audit results (independent accounting) • Report on audit results (FIEA compliance) • Report on the status of development and operation of the internal control system for financial reporting and the evaluation report • Report on the activities of the Group Compliance Committee, etc. |
| Items to be discussed | • Appointment and dismissal of accounting auditors • Deliberations of Audit & Supervisory Board audit reports • Deliberations on interviews with representative directors and directors, etc. |