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 Nomination and Remuneration Committees
The Audit & Supervisory Board meets at least once a month, in principle, and additional meetings are arranged as necessary. In fiscal 2022, the Audit & Supervisory Board met 23 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 | 23/23 (100%) |
Full-time Audit & Supervisory Board member | Tomoyuki Imaizumi | 16/16 (100%) |
Outside Audit & Supervisory Board member | Kazuhiko Tomoda | 23/23 (100%) |
Outside Audit & Supervisory Board member | Shin Kikuchi | 16/16 (100%) |
Outside Audit & Supervisory Board member | Kimitoshi Yabuki | Appointed in June 2023 |
- Note: The status of attendance at Audit & Supervisory Board meetings by full-time Audit & Supervisory Board member Tomoyuki Imaizumi and outside Audit & Supervisory Board member Shin Kikuchi reflects meetings held after they were appointed in June 2022.
Agenda Items
Specific Audit & Supervisory Board agenda items in fiscal 2022 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 & Supervisory Board members’ remuneration, and 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. |