Basic Approach

The AOKI Group Philosophy is based on the three pillars of business integrity, social responsibility, and community service. We recognize the importance of corporate governance in pursuing this philosophy and increasing medium-to long-term corporate value. Our basic approach is to strengthen the administrative organization to increase the transparency and fairness of management, and to conduct sound and efficient management in practice.To this end, in terms of initiatives to review and strengthen our governance system, we have both improved our internal control system, including strengthening our risk management system, and established a Sustainability Committee and appointed diverse External Directors and female directors, with the aim of achieving a sustainable society.

As a result of a resolution at the Ordinary General Meeting of Shareholders held on June 29, 2023, we transitioned to a company with an Audit and Supervisory Committee. At the Nomination and Remuneration Committee, we have strengthened its authority by ensuring that two of the three committee members-a majority-are highly independent External Directors.

As a holding company supporting different businesses, we will continue to ensure that our Board of Directors comprises directors with different expertise and experience. In order to thereby further increase diversity, we are working to increase the ratios of External Directors to a majority, and of female directors to at least 25%.

 

Corporate Governance Structure

The Compliance Committee reviews compliance-related issues in principle monthly, while a legal consultation is held monthly to discuss individual matters with legal advisors. Furthermore, rules and manuals are prepared as necessary to strengthen the Group’s internal control system, and workshops and other training sessions are held for employees to raise awareness of the system.

 

The Risk Management Commitee and Information Security Committee meets in principle monthly (several times a year for risk-related issues and monthly for information security issues) to evaluate anticipated risks to the Group and deliberate on measures to address them. It puts together Basic Risk Management Guidelines and regularly reviews the content therein.

 

In general, the Sustinability Committee meets twice a year. The Committee assesses the business risks and opportunities climate change poses, and also discusses annual and medium- to long-term plans and with an eye on the sustainable growth of the Group as a whole, reporting its findings to the Board of Directors.