Corporate Governance System
Overview of Corporate Governance System
The Status of Business Execution
1. Board of Directors
The Board of Directors is responsible for making important management decisions, holds regular meetings once a month and extraordinary meetings as necessary. Asteria’s policy is to have at least two outside directors to strengthen corporate governance. (The current Board consists of six directors: five men and one woman, including four Japanese nationals and two non-Japanese members.)
2. Management Committee
The Management Committee is comprised of full-time directors, full-time Audit & Supervisory Board members, executive officers, Chief Transformation Officer (CXO), Chief Strategy Officer (CSO), as well as division and department heads. Other managers may be summoned to meetings and asked to make specific reports as necessary. The Management Committee, which serves as a decision-making body for day-to-day business operations, meets once a month. Executive officers are delegated responsibility for business execution with the approval of the Board of Directors in accordance with regulations in order to expedite decision-making and execution. They are obliged to participate in management meetings, report on business execution, and promptly implement resolutions. (All of the Management Committee members are male)
3. Group Management Committee
The Group Management Committee is a deliberative body for important matters concerning general management and business operations. Its consists of full-time directors and those appointed by the president. Full-time Audit & Supervisory Board members attend as observers, while outside directors and Part-time Audit & Supervisory Board members participate as observers on a voluntary basis. When the Group Management Committee deems it necessary, they may invite those in charge of the matter to attend meetings and ask for their opinions. (In principle, meetings are held once a month.)
4. Nomination & Compensation Committee
The Nomination and Compensation Committee is a voluntary advisory body to the Board of Directors, chaired by an Outside Director. The majority of the committee members are Independent Outside Directors and Independent Outside Audit & Supervisory Board members, thereby strengthening the supervision of the Board of Directors and increasing transparency in the decision-making process. Meetings are held according to a predetermined annual meeting schedule and as needed.
5. Advisory Board
The Advisory Board serves as an advisory body to the Board of Directors. Their role is to offer management advice using their extensive experience and expert knowledge in various fields. This will improve the soundness and transparency of group management, and strengthen corporate governance. The Advisory Board is made up of experts appointed by the Board of Directors and president, convening three times a year.
6. Risk Management Committee
In addition to the regular monthly meetings of the Board of Directors, we hold meetings once a month of the Management Committee and the Risk Management Committee, both of which consist of full-time board members and executive officers. Members in these meetings share information that could have a significant impact on business execution and discuss potential responses to them.
They also deliberate on whether or not to implement any action that is legally questionable after consulting with external experts.
The Status of Audit and Oversight
1. Audit & Supervisory Board
Asteria adopts an Audit & Supervisory Board system. The Audit & Supervisory Board oversees the execution of duties by the Board of Directors and meets monthly, with additional meetings as necessary. Each Audit & Supervisory Board Member attends meetings of the Board of Directors and supervises overall management, while the full-time member also attends management meetings to conduct audits. During the visits and reviews by accounting auditors, the Audit & Supervisory Board receives briefings on the company’s accounting status and exchanges opinions and information with the auditor. (The Audit & Supervisory Board consists of two male members and one female member.)
2. Internal Audit
Internal auditors reporting directly to the President collaborate with each department to conduct ongoing internal audits as needed. Internal auditors also exchange opinions with the Audit & Supervisory Board members and accounting auditors to enhance internal control. The results of internal audits are reported directly to the President, Board of Directors and the Audit & Supervisory Board. Matters requiring improvement are reported to the audited departments, and follow-up is conducted to monitor progress.
Nomination and the Determination of Compensation
The selection of candidates for directors and the Audit & Supervisory Board members and their compensation are discussed with the Nomination & Compensation Advisory Committee, and decisions are made by the Board of Directors based on the committee’s report.
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