CORPORATE GOVERNANCE
Our Basic Approach to Corporate Governance
Our Group’s basic approach to corporate governance is to establish a framework that appropriately balances the interests of stakeholders, including shareholders, employees, customers, and local communities, while maintaining transparency and fairness in corporate management, with the aim of continuously enhancing our corporate value. Based on this, we consider the establishment of a highly effective corporate governance framework within our Company and across all Group companies to be a top priority, and we will strengthen the supervisory function of the Board of Directors, ensure risk management and internal controls for the entire group, and ensure that the directors and Audit & Supervisory Board members maintain their independence and fulfill their duties and audit responsibilities in order to achieve highly transparent management and enhance sustainable corporate value.
Corporate Governance Framework
Board of Directors
The Board of Directors makes decisions on matters required by law and important management matters, and supervises the execution of business operations by reporting on business execution and performance progress, as well as addressing management issues across the entire MESCIUS Group. In addition to regular monthly meetings of the Board of Directors, extraordinary meetings of the Board of Directors are held as necessary to ensure swift management decision-making.
Management Meeting
Management meetings consist of executives appointed by the President, with meetings generally held at least twice a month. As a prior deliberation body of the Board of Directors meetings, it organizes important issues and gives direction, shares materials in advance and provides explanations as necessary so as to improve the quality of decision-making and the efficiency of the deliberations of the Board of Directors meetings. It also serves as an advisory body for decision makers, which convenes the heads of business execution divisions as necessary to receive specific reports on business conditions and performance, and to share information and exchange opinions on a company-wide basis.
Risk and Compliance Committee
This committee has been established as a subcommittee of the Management Meeting and consists of the members of the Management Meeting and other committee members selected based on appointment by the Chairperson (President), which is held once a quarter and as needed. With the aims of promoting risk management and compliance programs and monitoring internal controls, the committee checks on the status of risk and compliance, takes corrective actions, deliberates on internal audit reports, establishes, revises, or abolishes related regulations, reviews governance evaluations, implements education and recurrence prevention measures, and operates the internal whistleblowing system so as to strengthen the risk management framework of the entire organization.
Information Security and Data Protection Committee
The Information Security and Data Protection Committee has been established for the purpose of appropriately managing and promoting information security and data protection such as personal and confidential information within the organization.
Health and Safety Committee
This committee is set up under the Industrial Safety and Health Act and consists of a supervisor (Chairperson), a health manager, an occupational physician, and committee members, and meetings are generally held once a month. With the aim of workplace hygiene management, the committee contributes to the strengthening of corporate compliance and the improvement of corporate governance by managing the health of employees and improving the working environment, compliance with laws and regulations, promotion of risk management, and proposals to management.