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Governance Committee

We practice progressive and innovative entrepreneurship
under the principle of transparent and responsible management

Overview

General description

The Governance Committee was established in April 2017, as an expansion of the old CSR Committee, to promote the Company’s corporate social responsibility and enhance shareholder value. The Committee assumed the responsibilities of the CSR Committee, which supervised activities related to the Company’s corporate social responsibility, and reviews/addresses all issues related to enhancing shareholder value. The CSR Risk Management Council (under the Governance Committee) supervises the internal management system to address CSR risks and discusses ways to resolve any issues.

Composition

In accordance with relevant laws and regulations, the Governance Committee shall consist of at least two but no more than eight Independent Directors who are appointed by resolution at a meeting of the Board. Currently the committee consists of six Independent Directors.

Operation

Convention & resolution
The Governance Committee shall meet at least once every half year. The Head of the Committee shall call meetings and notify members and other participants of the meeting time and place at least 24 hours in advance.
The presence of a majority of all Committee members shall constitute a quorum and resolutions shall be adopted by a majority of the votes of members attending the meeting; provided that the Committee meeting may take place via electronic means, such as by conference call, within the scope provided by relevant laws.
Agenda

The Governance Committee is responsible for agenda items including:

  • matters related to the Company's corporate social responsibility
  • matters related to enhancing shareholder value such as preliminary reviews on shareholder return policies, activities for improving shareholder rights and interests, and other important matters that can significantly impact shareholder value
  • establishment, composition, and operation of organizations under the committee including research groups, councils, etc.
  • other issues delegated by the Board of Directors

Activities

※ Activities prior to March 2017 were conducted by the CSR Committee