External Directors and External Auditors
Hulic has four external directors and three external Audit & Supervisory Board members. External directors and Audit & Supervisory Board members provide comments at Board of Directors from a position independent from the execution of business and fulfill management oversight and check functions.
External Directors and External Audit & Supervisory Board members meet the criteria in the guidelines on the independence of independent executive officer(s) set out in Article 436-2 of the Securities Listing Regulations of the Tokyo Stock Exchange and the “Criteria for assessing the independence of independent external directors” in Hulic's Corporate Governance Guidelines.
We appoint suitable independent external directors and auditors with excellent backgrounds, experience, and knowledge that fulfill our corporate governance requirements, using the criteria shown below. Furthermore, we maintain the number of independent directors more than one-third of all directors.
- (1)Achieving the sustainable growth of the Company and improving corporate value over the medium- and long-term
- (2)Strengthening management oversight
- (3)Overseeing any conflict of interest among the Company, management, and shareholders
- (4)Effectively relaying, from an independent position, the opinions of shareholders, including minority shareholders, to the Board of Directors
Please visit the Company's Corporate Governance Guidelines on our website for our criteria for assessing the objectivity of independent external directors/auditors.
External Director Kaoru Takahashi served as Representative Director, Vice President and Executive Officer at Sompo Japan Insurance Inc. (then Sompo Japan Nipponkoa Insurance Inc.) until March 2015. Sompo Japan Insurance Inc. is a shareholder of Hulic which also engages in transactions such as lending business funds to Hulic. Such relationship is permitted in the criteria established by the Company for determining the independence of independent external officers.
External Audit & Supervisory Board member Koichi Nezu is President of the Musashi Academy of the Nezu Foundation, an organization to which Hulic provides financial assistance to support next-generation education. In view of the nature and scale of the transactions, it has been determined that there is no risk of affecting shareholder and investor decision making.
External Audit & Supervisory Board member Kenichi Sekiguchi served as the Chairman and Representative Executive Officer at Meiji Yasuda Life Insurance Company until July 2013. Meiji Yasuda Life Insurance Company is a shareholder of Hulic which also engages in transactions such as lending business funds to Hulic. Such relationship is permitted in the criteria established by the Company for determining the independence of independent external officers.
- Note: Hulic has designated and registered directors Tsukasa Miyajima, Hideo Yamada, Atsuko Fukushima, Kaoru Takahashi, and Audit & Supervisory Board members Koichi Nezu, Nobuyuki Kobayashi and Kenichi Sekiguchi, as independent external officers with the Tokyo Stock Exchange based on the Tokyo Stock Exchange’s rules and regulations.
Expertise of External Directors and External Audit & Supervisory Board Members
The expertise and reasons for selection of the External Directors and External Audit & Supervisory Board Members are as follows.
Relationship between supervision and audits by external directors or external Audit & Supervisory Board members and internal audits, mutual cooperation between Audit & Supervisory Board member audits and accounting audits and relationship with the internal control department
External directors receive reports on internal audits, Audit & Supervisory Board audits, accounting audits and internal controls at meetings of the Board of Directors. In addition, external Audit & Supervisory Board members regularly receive reports on audits from the accounting auditor and the corporate audit department, attend meetings of the Board of Directors and express opinions as necessary.
- Our Approach to Sustainability
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