Corporate Governance

For a Higher Level of Corporate Governance

We make continuous efforts to enhance our corporate governance system, aiming for the sustainable growth of the TOWA Group and the medium- and long-term improvement of our corporate value.
In addition, to strengthen the system, we became a company with an audit and supervisory committee after the General Shareholders Meeting held in June 2016.
Under this new system, we will strengthen the supervisory function of the Board of Directors and ensure its prompt decision-making and execution of operations, thereby improving the efficiency of our business management.

We are striving to further strengthen and practice our corporate governance, based on the following fundamentals:

  1. Ensuring that the actions of the TOWA Group are legal and socially responsible
  2. Ensuring and maintaining the transparency and objectivity of our business management
  3. Building an organization and system that is able to respond rapidly to changes in the environment
  4. Ensuring fair business administration with importance attached to shareholders, by protecting the rights of our shareholders and being open and candid with them, for example
  5. Creating corporate value and employment by building strong relationships with our stakeholders

Corporate Governance System

Our main approaches are as follows.

Strengthen the function of the Board of Directors

In June 2016, we have adopted the Audit and Supervisory Committee (until then we held the Board of Corporate Auditors) to strengthen the function of the Board of Directors and to exert corporate governance more effectively, as well as to enhance the effectiveness of management by making decision and execution more rapidly.

Also, in June 2020, we have increased the number of outside directors by one (we have invited a female lawyer). Now, the outside directors represent more than one-third of the Board of Directors.

Directors and Executive Officers

Nomination and Compensation Committee (non-obligatory organization)

On April 1st, 2021, we established the Nomination and Compensation Committee as an advisory board of the Board of Directors. The purpose is to enhance the fairness, transparency and disinterestedness of the decision process in directors’ nomination, promotion or demotion and their rewards. The committee is composed of three independent outside directors, one chief executive officer and one director who is in charge of administration division (in total, five persons). Chairman is independent outside director.

Member of the Nomination and Compensation Committee

Chairman

Hajime Kuwaki Outside Director, Audit and Supervisory Committee Member
Committee Member

Hirokazu Okada

President & CEO

Nobutaka Shibahara

Director, Executive Officer
(Chief Operating Officer, Corporate Planning and Administration Division)

Daisuke Wake

Outside Director, Audit and Supervisory Committee Member

Miho Goto

Outside Director, Audit and Supervisory Committee Member

Reduction of shares for investment held for any purpose other than pure investment

We may hold other companies’ shares as one of our strategies such as cultivating business partnership, procuring monetary assets and expanding transaction to realize our continuous development and middle and long term development. We asses such shares periodically from the viewpoint of, such as, appropriateness of the purposes of the shareholding, or benefits that can be brought through the shareholding from the perspective of economic rationality. Based on the assessment, the Board of Directors decides whether we should continue holding the shares or not. We intend to reduce the number of shares held if the held shares would make insignificant benefits; by taking market conditions and other circumstances into account.

 As for the fiscal year 2020 (from April 1st, 2020 to March 31st, 2021), the Board of Directors assessed the held shares individually and sold four companies’ shares.

Our Corporate Governance System

 
(As of June 30, 2021)
 

Relevant Information