公司治理

Basic Philosophy and Framework for 公司治理

娱乐大发澳门赌博平台(本集团)制定了公司治理的基本理念,努力确保可持续增长,并在中长期内提高公司价值. 帮助实现这些目标, 十大赌博娱乐平台正在提高管理的透明度和公平性,追求快速决策,并将在这样做的同时,通过为社会创造价值(这是十大赌博娱乐平台企业理念的一部分),继续满足集团强调的五种利益相关者的需求:客户, 股东, employees, 业务合作伙伴, and local communities and the 环境.

SEKISUI 公司治理 Principles

本公司已制定并披露了《十大赌博娱乐平台》,旨在进一步发展公司治理举措,并向利益相关者传达公司治理方法和举措.
除上述原则外, the status of the Company’s initiatives and its approach with respect to the 公司治理 Code, 由一般原则组成, Principles, 及补充原则, are summarized and disclosed in the form of the Initiatives to Each of Principles of the 公司治理 Code.

公司管治措施

组织结构

As an organizational structure under the Companies Act, the Company has chosen to be a company with Audit and Supervisory Board. Under the Divisional Company Organization System, the Company has adopted the Executive Officer System in order to clearly distinguish the business execution function from the decision-making function in management.

组织结构 A company with an Audit and Supervisory Board
董事总数 12 (In-house: 7; Outside: 5)
Ratio of outside (independent) directors 41.7%
主任的任期 1 year
行政人员制度介绍 Yes
Organization to assist the president in making decision 政策委员会
Voluntary advisory board to the 董事会 Nomination and Remuneration Advisory Committee established

Initiatives Taken to Enhance 公司治理

公司治理制度

公司治理制度 Chart (As of April 1, 2024)

公司治理制度

董事会

Roles and Responsibilities of the 董事会

董事会是负责公司基本方针政策和上级管理问题的决策机构,并监督公司业务的执行.
除担任公司董事长外, who is 非执行董事 and serves as its chair, 董事会通过任命经验丰富的外部董事,建立了高效的董事监督制度,确保管理的透明度和业务决策和运营的公平性.

董事会的组成

The number of Directors shall not exceed 15, and two or more of them shall be 外部董事.
The 董事会 of the Company shall consist of directors who are of excellent character, 有洞察力的, and high moral standards in addition to knowledge, experience, 和能力. 除了, 审计和监事会成员, including outside Audit and Supervisory Board members, shall attend the meetings of the 董事会. With regard to the Audit and Supervisory Board, one or more members will have knowledge and expertise in corporate finance and accounting, and one or more will have knowledge and expertise in legal systems.
Following the change in the Company’s president in March 2020, the 董事会 is chaired by the Chairman, 非执行董事.
The Company ensures diversity among board members and keeps the number of Directors at an optimal level for appropriate decision-making that is commensurate with the business domain and size. The presidents of the divisional companies, who are the top management of each business and senior corporate officers with significant experience and strong expertise, 被任命为内部董事. Together with the independent 外部董事, who have broad knowledge and experience, and 审计和监事会成员 with strong expertise, the presidents of the divisional companies effectively perform the roles and responsibilities of the 董事会 and maintain a balance with respect to diversity, 最优规模, 和能力.

Name 公司职位 年数
(At the closing of the Annual General Meeting of Shareholders )
年数 Attendance of the 董事会 Meetings of the Company
(审查中的业务期限)
Number of Attendance of Audit and Supervisory Board Meetings of the Company
(审查中的业务期限)
Number of Attendance of Nomination and Remuneration Advisory Committee of the Company
(审查中的业务期限)
Number of Attendance of the Diversity Promotion Committee of the Company
(审查中的业务期限)
Teiji Koge 董事局主席 18 years 100%
(17个中的17个)
- 100%
(5分)
100%
(3分满分)
Keita Kato President and Representative Director Chief Executive Officer 9 years 100%
(17个中的17个)
- 100%
(5分)
100%
(3分满分)
鸟Kamiwaki Representative Director Senior Managing Executive Officer 3 year 100%
(17个中的17个)
- - 100%
(3分满分)
Yoshiyuki平井一夫 Director Senior Managing Executive Officer 8 years 100%
(17个中的17个)
- - -
Toshiyuki Kamiyoshi Director Senior Managing Executive Officer 4 years 100%
(17个中的17个)
- - -
Ikusuke清水 Director Senior Managing Executive Officer 4 years 100%
(17个中的17个)
- - -
Kazuya村上 董事及行政主任 2 years 100%
(17个中的17个)
- - 100%
(3分满分)
Hiroshi Oeda 独立外部董事 5 years 100%
(17个中的17个)
- 100%
(5分)
100%
(3分满分)
春子Nozaki 独立外部董事 1 year 100%
(13分中的13分)
- 100%
(4分)
100%
(3分满分)
三春Koezuka 独立外部董事 1 year 100%
(13分中的13分)
- 100%
(4分)
100%
(3分满分)
Machiko Miyai 独立外部董事 1 year 85%
(11 / 13)
- 100%
(4分)
100%
(3分满分)
Hatanaka (Yoshihiko noda) 独立外部董事 - - - - -
Taketomo欲之 Fulltime Audit and Supervisory Board Member 2 years 100%
(17个中的17个)
100%
(17个中的17个)
- -
科技界Izugami Fulltime Audit and Supervisory Board Member - - - - -
Yoshikazu Minomo Independent Outside Audit and Supervisory Board Member 1 year 100%
(13分中的13分)
100%
(12分之一)
- -
Wakyu Shinmen Independent Outside Audit and Supervisory Board Member - - - - -
吴克群田中 Independent Outside Audit and Supervisory Board Member - - - - -

Name Directors' and 审计和监事会成员' Outstanding Expertise, 经验与能力
Management Core Function of Manufacturing Business 为长期增长做准备 强化管理基础
Corporate Management / Management Strategy 制造环/安全/质量 市场营销/销售 环境 创新(研究 & Development / 新业务 Development / Alliance) 全球业务 DX
(数字变换)
法律事务/合规 财务/会计 Human Resources / Diversity/ Human Rights
Teiji Koge
Keita Kato
鸟Kamiwaki
Yoshiyuki平井一夫
Toshiyuki Kamiyoshi
Ikusuke清水
Kazuya村上
Hiroshi Oeda
春子Nozaki
三春Koezuka
Machiko Miyai
Hatanaka (Yoshihiko noda)
Taketomo欲之
科技界Izugami
Yoshikazu Minomo
Wakyu Shinmen
吴克群田中
Note: The above list does not present all knowledge held by the candidates.

About the Age-group Composition of Corporate Officers

Under 30 30~39 40~49 50~59 60岁或以上
按年龄划分的官员人数 0 0 0 2 10
注:截至2023年6月22日

外部董事

公司任命经证实独立于公司的外部董事为董事会成员,这些董事基于其丰富的管理经验和不同于公司背景的专业知识,通过提供监督和建议,为提高公司价值做出贡献. 基于ir diverse and objective perspectives, the 外部董事 provide counsel especially on priority management issues, 比如全球发展战略, 商业模式修订, and the strengthening of ESG management.

大田宏,外部总监
Mr. Oeda serves as Corporate Special Advisor at Nisshin Seifun Group Inc. As Mr. Oeda has been a management executive of the largest milling company in Japan, 公司希望他能够利用其在全球企业管理方面的丰富经验和技能,为公司的业务管理提供建议,并适当地监督业务执行, 商业策略, and M&A activities fostered through his positions. Therefore, the Company has judged that he would be able to contribute to enhancing the corporate value of SEKISUI CHEMICAL Group and thus appointed him as a director.
野崎晴子,外部总监
Ms. 春子Nozaki has experience in personnel affairs and education at HORIBA, Ltd. and deep insight on promotion of diversity, development of the next generation, etc., and currently serves as Executive Vice-President of Kyoto University and External Director of West Japan Railway Company. The Company expects she will provide pertinent advice at meetings of the 董事会 regarding medium- to long-term issues based on her insight on human resources, and judging that she will contribute in this way to improving the corporate value of the Group, 于是任命她为董事.
三春小冢,外部总监
Ms. 三春Koezuka held positions of Representative Director and General Manager of Planning Headquarters and General Manager of Sales Headquarters of Takashimaya Company, Limited, and was involved in management of the said company for many years as a member of the management team. Ms. Koezuka currently serves as Outside Director of Japan Post Holdings Co., Ltd.南开电气化铁路有限公司., Ltd. 和日本涂料控股有限公司., Ltd. 本公司希望. Koezuka will utilize her experience in diverse industries in 董事会 meetings to provide multifaceted and pertinent advice, and judging that she will contribute in this way to improving the corporate value of the Group, 于是任命她为董事.
宫井真子,外部总监
Ms. Machiko Miyai held positions of executives at Panasonic Corporation and then has served as Director and the head of the marketing department at MORINAGA & CO., LTD. 因此,. Miyai has broad job experience mainly in consumer-conscious duties in industries that are different from that of the Company. 本公司希望. Miyai will utilize her abundant experience and wide-ranging knowledge in 董事会 meetings to provide pertinent advice, and judging that she will contribute in this way to improving the corporate value of the Group, 于是任命她为董事.
野田佳彦,外部总监
Mr. Hatanaka (Yoshihiko noda) has served as an executive at Astellas Pharma Inc., and in addition to his wide-ranging knowledge of global corporate management cultivated through his rich experience in Europe, 美国, 和其他海外国家, he also has extensive experience in corporate integration, etc., based on his experience as a corporate planning officer. 基于se experiences and achievements, the Company expects that he will provide appropriate advice to the Group's management and contribute to the enhancement of corporate value and thus appointed him as a director.

Assessment Relating to the Board's Effectiveness

We evaluate the effectiveness of the 董事会 every year.
Through questionnaires targeting directors and auditors, we confirm that sufficient deliberation time is secured at 董事会 meetings, 还有董事和审计员, 包括外部董事, actively offer opinions and suggestions.
除了, with the aim of further improving effectiveness, 十大赌博娱乐平台正在做适当的修改, such as adding important management topics, based on the responses obtained from the questionnaire.
The main 董事会 meeting topics for FY2022 are the next medium-term management plan (FY2023-2025), 增长策略(R)&D, large-scale new businesses, large-scale capital investment, etc.)和基本战略(可持续性), 数字转换, safety, compliance, CS与质量, 环境, etc.).

Support for and Collaboration with Directors and 审计和监事会成员

To enable the 外部董事 to enhance deliberations at 董事会' meetings, the Company continuously provides opportunities for them to deepen their understanding of the Group's businesses. 完成了, 例如, by the prior distribution of materials for 董事会' meetings and explanations given beforehand by the executive officer in charge of the secretariat, orientation visits at the time 外部董事 are appointed, and inspections of business sites several times a year. To further enhance the effectiveness of management supervision by 外部董事, the Company is making improvements to the deliberations that take place at the Nomination and Remuneration Advisory Committee, where the majority of the members are 外部董事, and facilitating their dialog with 审计和监事会成员 and corporate auditors. From the point of view of succession planning, the Company is strengthening contacts between current management and next-generation management candidates, 例如 by having 外部董事 give lectures at Executive Officers Liaison Meetings that are held on a quarterly basis and providing opportunities for Directors, 审计和监事会成员 and Executive Officers to meet when the new management system is inaugurated following the Annual General Meeting of Shareholders.

商业网站参观

In order to deepen understanding of the wide range of business activities of our company and our group, we conduct site visits by outside directors and auditors every year.
In 2022, we visited the Minase Innovation Center of the 高性能塑料公司.

Comprehension of external trends related to economic, 环境al, and social issues

At the quarterly Executive Officers Liaison Meetings, the sharing of earnings announcements is combined with invited speakers from outside the company, so that stakeholders obtain the latest information on economic, 环境al and social trends that are directly linked to management issues.

Fiscal 2022 Executive Officers Liaison Meeting Lecture Topics

  • Ryohei昭
    Waseda University Graduate School of Accountancy Visiting Professor
    Eisai Co., Ltd. Senior Managing Executive Officer and CFO (at that time)
    Topic: Appealing ESG and corporate value through the "Yanagi Model" ~Making invisible values visible~
  • 野崎晴子(外部导演)
    Topic: Are you working in a fun and funny way?
    ~Toward the realization of an organization and culture that creates challenges~
  • 小冢三晴(外部导演)
    工作就是生活
  • Yoshikazu Minomo(外部审计员)
    Topic: Issues and countermeasures for compliance management we can learn from fraud cases

Nominating and Remuneration Advisory Committee

The Company has established an optional advisory committee concerning nomination and remuneration to further enhance the fairness and transparency of management.
The Nomination and Remuneration Advisory Committee deliberates on matters related to enhancing the effectiveness of the 董事会, including the nomination and non-reappointment of senior executives, 包括代表董事, the nomination of candidates for director, and the system of remuneration and levels of remuneration for directors. The Committee also discusses the commissioning of and dealings with advisors or executive advisors, including former representative directors and presidents, and submits recommendations and advice to the 董事会. The Nomination and Remuneration Advisory Committee comprises seven members, the majority of whom are independent outside directors. The Chairperson is elected from the independent outside directors.

Remuneration and Other Compensation for Officers

1. Policy regarding determination of remuneration and other compensation
  • The remuneration system policy for officers of the Company is defined as follows in keeping with the corporate philosophy of the Group.
    • The policy should contribute to sustainable growth and medium- to long-term improvement of corporate value for the Group
    • Officers of the Company should share value with 股东 and increase their awareness of shareholder-focused management
    • The remuneration policy should be highly connected to business performance, providing motivation for officers of the Company to achieve management plan goals
    • 该政策应提供一个框架和基准,使公司能够获得和留住各种管理人才,以提高集团的竞争力
  • Remuneration and other compensation for executive directors of the Company is made up of basic remuneration, bonuses, 以及基于共享的薪酬. 外部董事和审计 & Supervisory Board Members, remuneration is made up of basic remuneration only.
    • 基本薪酬 is paid in a certain amount corresponding to each Director's roles and responsibilities within a limit on officers' remuneration. 执行董事, a portion of the basic remuneration is required to be used for the purpose of buying the Company's stock through the Officers Stock Ownership Plan.
    • 奖金根据所审查财政年度的财务业绩支付,并根据营业收入的目标完成率在支付率(0%至100%)范围内确定, ROIC and divisional company financial results if certain standard for ROE or dividend is met.
    • 股票薪酬是一项中长期激励计划,旨在进一步激励管理人员为改善公司财务业绩和增长中长期企业价值做出贡献. This plan is designed so that Directors can enjoy the results of contribution to the improvement of corporate value over the medium- to long-term with the shares at the time of retirement, and is designed more closely linked to the shareholder value over the medium- to long-term.
  • The remuneration of Directors is determined in accordance with their position and duties. The ratio of performance-linked remuneration is set so that the higher the position, 比率越高. The duties reflect the performance of the company in charge.
    基本薪酬及奖金, 这是货币报酬, will be paid regularly during the term of office, and share-based remuneration will be paid in a lump sum at the time of retirement.
2. Process of determining officers' remuneration
  • The Company has the Nomination and Remuneration Advisory Committee as an advisory body to the 董事会, running the system through objective and transparent procedures with the Committee deliberating on the remuneration structure-levels for Directors and the reasonableness of individual payouts.
  • < Outline of the Nomination and Remuneration Advisory Committee and how remuneration, etc. is determined >
    • A meeting of the Nomination and Remuneration Advisory Committee is convened by the chairperson (Outside Director).
    • A proposal to the meeting is put forward by committee members and the secretariat compiles them before submitting them to the chairperson.
    • The result of deliberations by the meeting is reported to the 董事会 by the chairperson.
    • The decision policy for Directors' remuneration, the specific amounts of individual remunerations of Directors, 付款时间, and the payment methods are determined ultimately by the 董事会 by adhering to the report. 在确定政策时, members of the committee and Directors are required to do so from a perspective of whether it will help enhance the Company's corporate value and ultimately the common interest of 股东, and they must not aim for their own individual interests or those of a third party such as the Company's management.
  • In the process of determining the amount of remuneration for the 101th fiscal term, 董事薪酬水平及董事个人评估和薪酬内容分别于2022年6月和2023年6月由提名和薪酬咨询委员会审议, and finally decided by the board of directors.
  • For the indicators for performance-based remuneration, the Company has selected operating income, which is the business performance target of the Company; the business performance of the divisional companies, which reflects the business performance of the Group's unique divisional company system; ROE, an assessment criteria for the improvement of the Group's corporate value; ROIC; dividends, which provide incentive to return these management results to 股东, 和ESG指标,使绩效薪酬能够有效地激励公司董事提高集团的企业价值,实现管理计划, as well as to ensure a high level of objectivity and transparency of the remuneration process. 根据外部研究机构的高管薪酬数据,定期与与集团规模和经营业绩相近的公司进行比较,确定支付金额,使其与上述指标保持平衡.

2022财年官员薪酬

(金额:百万日元)
基本薪酬 Bonus 股份补偿 Total 合资格人员人数(人)
Directors (excluding outside directors) 322 209 83 614 7
审计和监事会成员(excluding Outside 审计和监事会成员) 40 - - 40 2
外部董事, and 审计和监事会成员 97 - - 97 9
Notes:The amount paid to officers does not include the portion of employee's salary (including bonus) amounting to 68 million yen for directors who concurrently serve as employees.

⇒Notice of Convocation of the Annual General Meeting of Shareholders
http://www.sekisui.co.jp/ir/document/invite/index.html

Director Company Stock Ownership Guidelines
除了介绍之外, for Directors (excluding 外部董事) and divisional company Executive Officers, a share-based compensation plan to further raise motivation to contribute to the improvement of mid- and long-term business performance and improve the Group's corporate value, the Company has established "Company Stock Ownership Guidelines" for those who are holding more than a certain number of shares.

Executive Officer System and Executive Committee

实现企业价值最大化, the Company has built its management structure based on the Divisional Company Organization System. Together with assigning to each divisional company Executive Officers specializing in business execution, an Executive Committee has been established to serve as the top decision-making body in each divisional company. 执行委员会成员, whose term of office is deemed to be for one year, are appointed by resolution of the 董事会.
By transferring authority to the divisional companies, 作为负责娱乐大发澳门赌博平台管理的基本政策决策以及高层管理决策和业务执行监督的组织,董事会努力实现企业价值的持续改进.

管理系统

管理系统

审计系统

Approach to Appointment of 审计和监事会成员

娱乐大发澳门赌博平台的审计和监事会结构由两名全职公司审计和监事会成员以及三名兼职外部审计和监事会成员组成,总共有五名审计和监事会成员. As far as the composition of the Audit and Supervisory Board is concerned, one or more members will have knowledge and expertise in corporate finance and accounting, one or more will have knowledge and expertise in legal systems, and one or more will have knowledge and expertise in manufacturing and CS & quality, which are extremely important for manufacturers.
Officers with experience as Head of Legal Department and factory manager have been appointed as full-time Corporate 审计和监事会成员 in fiscal 2023.
A certified public accountant with experience working for an auditing firm, a lawyer with extensive experience in corporate law, and a university professor specializing in quality control have been appointed as Outside 审计和监事会成员.

内部控制制度

2006年5月, the 董事会 resolved to adopt a fundamental policy regarding the establishment of an internal control system for ensuring the appropriateness of the Group's business activities.
基于 企业活动指引 set forth in accordance with the Group corporate philosophy, the Company seeks to realize collaborative interaction concerning the supervision, directives, and communications of SEKISUI CHEMICAL Group (the Company and its subsidiaries), and SEKISUI CHEMICAL's duties include providing guidance and counsel, and undertaking evaluations of all SEKISUI CHEMICAL Group members to ensure that their business activities are being conducted in an appropriate manner.

内部控制系统概述

In order to ensure the internal control system for the Company and Group companies is properly maintained and operated, our Corporate Audit Department carried out operation and accounting audits of the Company and Group companies based on a yearly auditing plan, investigating whether execution of operations is being performed appropriately and efficiently.

Compliance

The 董事会 deliberates and decides on fundamental policies regarding compliance. Also, as the operational arm of the 可持续性 Committee, we operate a Compliance Sub-committee with the Legal Department serving as the secretariat. 除了 to divisional company and headquarters heads of administrative departments, the head of the Corporate Audit Department are also serving as members on this sub-committee, and this organization is reporting compliance activity results and matters for Compliance Advisory Board deliberation, as well as discussing future activity policy.
2022财年, expanding the scope of application of the internal reporting system overseas and developing Sekisui Chemical Group rules were set as important items for implementation. And these activities were implemented in cooperation with regional headquarters in 美国, China, Europe, 和泰国.

董事履行职责

In order to ensure that Directors carry out their duties efficiently, the 董事会 met 17 times in fiscal 2022. 除了, discussions of important matters related to our management policies and strategies were carried out at meetings of the 政策委员会, which is made up of inside (execution) Director members. Policy decisions were made by the Board of Directions following these discussions.

Execution of Duties by 审计和监事会成员

审计和监事会成员 attended not only the 董事会 meetings but also other important meetings, carrying out confirmation of the maintenance and operating conditions of the internal control system through operations such as investigation of related departments, 包括在集团公司, and confirmation of approval documents for major projects. 除了 to personally visiting various sites for audits, they also receive reports from the Internal Auditing Department and each headquarters department that has jurisdiction over internalcontrol. The Audit and Supervisory Board met 17 times in fiscal 2022 for the purpose of sharing the information from these reports. 审计和监事会成员 regularly exchanged opinions with corporate auditors, cooperating closely to improve the effectiveness of auditing efforts. Liaison meetings were held with related corporate auditors to improve coordination with auditors and enhance the quality of auditing. 除了, regular meetings were held with the Representative Director, and 审计和监事会成员 also exchanged opinions with 外部董事.

风险管理

娱乐大发澳门赌博平台建立了一个风险管理结构,对预防风险事件发生的措施进行综合管理(风险管理),并在风险事件发生时作出反应(危机管理)。.
十大赌博娱乐平台的风险管理活动, we comprehensively identify risks related to our corporate value based on the SEKISUI CHEMICAL Group 风险管理 guidelines as the business 环境 becomes increasingly uncertain and complex. Each of these risks is quantitatively evaluated in terms of the likelihood of occurrence and impact, risks to be addressed on a priority basis are identified, and an ERM (enterprise risk management) system has been constructed for sharing and managing risks within the Group. Company-wide risks and specific risks identified for each organization are analyzed and evaluated. We then determine countermeasures for these risks and carry out repeated periodicreview and revision, which will be run through the PDCA management cycle every year.
一旦发生重大事故, crisis management activities are carried out based on the SEKISUI CHEMICAL Group Crisis Management Guidelines. 定期召开危机管理联络会议,由总部各专业部门及公司分区代表出席,以确保迅速采取适当的处理措施, and we also continually carry out cash studies and training sessions.
此外, 自2021财年起, 集团一直在修订和编制应急计划文件,该计划将保护人类生命作为所有组织的最高优先事项,作为一项集团范围内的倡议. 除了, major business organizations have been advancing the establishment of a resource- based business continuity plan (BCP) as “All Hazard BCP” to respond when any crisis events occur.

集团公司业务管理

Through rules such as our domestic and overseas affiliate company handling regulations and decision-making authority standard requirements, we have constructed a framework for receiving decision-making and reports from Group companies to the Company. 除了, our Corporate Audit Department implements internal auditing and results of audits by 审计和监事会成员 of our Group companies are collected at Audit and Supervisory Board meetings.

Engagement

In order to deepen mutual trust with all of our 股东, we believe it is important not only to actively disclose information in a timely and appropriate manner, but also to enhance two-way communications with our 股东. To steadily put this belief into practice throughout the Group, we set up the "公司信息 Disclosure Regulations," which specify the content and system of disclosure, guided by the "Principle of 公司信息 Disclosure" and beefed up our internal information disclosure framework.
娱乐大发澳门赌博平台, the 投资者关系 Group within the Business Strategy Department is working hard to strengthen engagement with our 股东 and investors, not only by disclosing financial statements in a timely and appropriate manner but also by actively reflecting our 股东' voice in our management. 例如, we hold quarterly briefings on financial results where our management explains these figures. Also, we pay heed to the voice of capital markets by holding one-on-one meetings with analysts and investors.
To ensure information is provided in a fair manner, 本集团在公司网站上同时以日语和英语发布其财务报表和业绩简报,并提供简报的录音和问答环节的文字记录.