Corporate Governance
Corporate Governance Policy
Japan Trancity’s corporate policy is: “Contribute to the society through our business”.
We aim to enhance our corporate governance, achieve an efficient and ethical business, and provide higher corporate value and continuous growth that exceeds our stockholders, customers, partners, employees, and society’s expectations.
Corporate Governance Framework
We maintain an independent Audit & Supervisory Board. The board audits execution of duties, whilst the board of directors makes critical decisions.
We have also introduced an executive officer system and appointed executive officers to separate management oversight from business execution and to clarify authority and responsibility. In addition to the General Meeting of Shareholders, the Board of Directors, and the Audit & Supervisory Board, the Company has established a Nomination Committee, Compensation Committee, Sastainability Committee, Risk Management Committee, and Managing Executive Officer Committee.
- Board of Directors
- Based on the fiduciary responsibilities of shareholders, Our Company makes management strategies, management plans and other important management decisions, and supervises the execution of business, to resolve matter that decided to Board of Directors Regulations, law and articles of incorporation In addition, regarding other matters, specific matters and procedures are stipulated in the Managing Executive Officer Meeting Regulations and the Controversy Regulations. Based on the execution of these rules and procedures, these decisions and business operations are supervised.
The Board of Directors is composed of 7 directors, including 3 outside directors. The Board of Directors makes prompt and appropriate decisions by holding regular meetings once a month and holding extraordinary meetings as necessary. The 5 auditors attend regularly to state their opinions.
- Audit & Supervisory Board
- In order to ensure the soundness of the Company in order to improve its corporate value on a sustainable basis, a system is in place to ensure the effectiveness of audits by each corporate auditor, and important audit matters are reported to the Audit & Supervisory Board, where deliberations and resolutions are made.
Audit & Supervisory Board is composed of 5 auditors (including 4 outside auditors) and holds monthly meetings. Auditors are composed of 2 full-time auditors and 3 part-time auditors, attend to the meeting of Managing Executive Officer Meeting, Business Planning Committee, Office Leaders Meeting, and state their opinions. They also audit the business execution of directors and employees, including auditing matters for approval. The Company also exchanges information and opinions with the Representative Director, the Internal Control Auditing Department, and the Accounting Auditor as necessary to point out and correct problems.
- Nomination Committee
- In order to ensure the fairness of the composition of the Board of Directors and the effectiveness of management, the Board of Directors deliberates on matters relating to the nomination of candidates for directors and executive officers who are senior management, and reports to the Board of Directors as an advisory committee.
The Nomination Committee, which is chaired by an outside director and consists of 4 directors, meets regularly once a year and occasionally as needed.
- Compensation Committee
- In order to ensure the appropriateness and transparency of management, the Board of Directors deliberates on matters related to the compensation that directors and executive officers who are senior management receive, and submits reports to the Board of Directors as an advisory committee of the Board of Directors.
The Compensation Committee, which is chaired by an outside director and consists of 4 directors, meets regularly once a year and occasionally as needed.
- Sustainability Committee
- In order to contribute to the development of society and enhance corporate value by leading sustainability management, we supervise and deliberate on sustainability issues in our group. In addition, within the committee, we have established the Sustainability Promotion Committee (subcommittees: Environment Subcommittee, Social Subcommittee, and Governance Subcommittee) and the IR Promotion Committee, which promote sustainability in an agile manner, and have established a system to address issues more strategically and continuously. The Sustainability Committee, consisting of seven directors, meets regularly twice a year, with occasional meetings as needed. In addition, five corporate auditors attend the meeting as observers.
- Risk Management
Committee - In order to eliminate risks that may affect Our Group’s business activities and minimize damage to the extent possible, important matters related to risk management, such as the determination of basic policies and measures for the promotion of risk management, are discussed. Under the committee, each committee has been established according to the risk, and the Risk Management Committee is responsible for comprehensive management and supervision. The Risk Management Committee, which consists of 6 directors, meets regularly twice a year and occasionally as needed. In addition, 5 auditors attended as observers to state their opinions.
- Managing Executive
Officer Meeting - Based on policies determined by the Board of Directors, the committee discusses important management issues and assists the president in executing business. The Managing Executive Officer Meeting, consisting of the president and 5 executive officers with title, meets twice a month. Full-time auditors are also present at all times to state their opinions.
