U-Shin focuses on corporate governance as an important business challenge in order to promote a sound management and prove worthy of social trust.
For this reason, we strive for the enhancement of timely, fair and clear disclosures by observing relevant laws and regulations as well as securing prompt decision-making and transparency of the management.
Outline of Corporate Governance Structure
U-Shin was transformed into a company with Audit and Supervisory Committee on March 28, 2018 for the purpose of further enhancing corporate governance by strengthening audit and supervisory functions of Board of Directors, and further improving management efficiency by delegating authority to Executive Directors and making prompt decisions.
By establishing such structure, we believe that we can make swift business decisions which respond to the change of management environments, and make timely and appropriate business execution.
Board of Directors
Board of Directors consists of nine (9) directors, and holds a meeting, in principle, once per month and special meetings when necessary. While deliberating and determining fundamental policies related to U-Shin Group and important management decisions, Board of Directors supervises the business operations of Executive Directors and Executive Officers by delegating part of the authorities for important business execution to Management Conference that consists mainly Executive Directors.
Moreover, the Company introduced Executive Officer System and established the structure where Executive Officers execute daily business operations, for the purpose of rationalization and efficiency of the management.
Outside Board Members
U-Shin appoints persons who can provide us beneficial views and candid assessments of the management of the Company from neutral point of view as Outside Board Members. All three (3) of the incumbent Outside Board Members meet "Standard for Independent Outside Board Members" (described as below), none of them has any special interests in U-Shin, and any conflict of interest may not be foreseen with general shareholders. On the basis of this fact, U-Shin has registered all three (3) members as Independent Directors stipulated by the Tokyo Stock Exchange.
＜Standards for Independence of Outside Directors＞
We deem independent when our outside directors does not correspond to neither of the followings:
- Business Executors (Note 1) of the Company and subsidiaries of the Company (hereinafter referred to as “our Group”) or persons who were Business Executors of our Group in the past decade (However, in case persons who were Non-executive Directors, Auditors or Accounting Advisors of our Group at any point of time during the past decade, it shall be for a decade before assuming the position.).
- Major shareholders of the Company which hold 10% or more of total voting rights directly or indirectly or its Business Executors.
- Business Executors of suppliers which have transactions principally with our Group (Note 2) or major customers or financial institutions of our Group (Note 3).
- Persons who belong to the audit firm which is accounting auditor of our Group.
- Lawyers, certified public accountants, tax accountants and consultants (In case persons who receive financial benefits concerned are the organizations such as juristic persons or associations, it shall be the persons who belong to such organizations.) who receive a large amount (Note 4) of money or other financial benefits other than the executive compensations from our Group.
- Persons who received generous contributions (Note 5) from our Group, or its Business Executors.
- Persons who correspond to any of item 2 through 6 above during the past three (3) years.
- Immediate family members (Note 7) of the important persons (Note 6) who correspond to any of item 1 through 7 above.
|| “Business Executors” indicate Executive Directors, Executive officers, any other persons and employees equivalent thereto.
||“suppliers which have transactions principally with our Group” indicate suppliers to which our Group pay 2% or more of consolidated net sales of the suppliers concerned for the most recent fiscal year.
||“Major customers or financial institutions of our Group” indicate customers which paid 2% or more of consolidated net sales of our Group, or the financial institutions that provided to the Company loan of 2% or more of the consolidated total assets of our Group for the most recent fiscal year.
||“A large amount ” indicate ten million (10,000,000) yen per year in case persons who receive financial benefits concerned are an individual and also indicate the amount which exceeds 2% of consolidated net sales of the organizations concerned for the most recent fiscal year.
||“Generous contributions” indicate the amount exceeding ten million (10,000,000) yen per year on the amount of contribution for the most recent fiscal year.
||“important persons” indicate directors or general managers and higher of each corporation or entity, certified public accountants who belong to each audit firm, and lawyers who belong to each law firm.
||“Immediate family members” indicate his/her spouse or any relatives within the second degree of relationship.
Compensation of Directors
Compensation of the directors who are not on Audit and Supervisory Committee shall be determined at the Board of Directors, in consideration of business results, job responsibility of director’s and the degree of contribution to the Company in a more comprehensive way, within the limit amount of compensation determined by resolution of General Meeting of Shareholders for the directors not on Audit and Supervisory Committee.
Also, U-Shin established Compensation Committee which is an advisory committee to Representative Directors, entrusted from Board of Directors, in order to ensure objectivity and transparency of the processes related to determination of directors' compensation, which shall be determined respecting the result of consideration by this Compensation Committee.
Members of Compensation Committee are appointed from Member of the Board at the Board of Directors, however, more than half of them shall be Outside Board Members, and the Chairman must be served by an Outside Board Member.
Compensation of directors who are on Audit and Supervisory Committee shall be determined by their mutual consultation in consideration of duties, within the limit amount of compensation determined by resolution of General Meeting of Shareholders.