Sophisticate Corporate Governance

Members: Three Directors (excluding Directors who are Audit & Supervisory Committee Members), and four Directors who are Audit & Supervisory Committee Members

To ensure management transparency and soundness, at least one third of the Directors are Independent Outside Directors. In addition, Directors are appointed so that the Board of Directors has the appropriate scale and composition taking into consideration factors such as the Board's overall balance in knowledge, experience, and capabilities; maintenance of diversity; and invigoration of deliberations.

[Major Matters Deliberated in FY2023]
Governance and other matters of management supervision, progress of Materiality Topic KPIs, publication of the Integrated Report, verification of the appropriateness of holding strategic-holding shares, repurchase and cancellation of own shares, progress and review of succession plans, etc.

Members: All Executive Officers
Observers: All Audit & Supervisory Committee Members

The Management Committee comprises all Executive Officers. Outside Directors also attend the meetings from the perspective of management supervision and state their opinions as necessary. In addition, meetings are held ahead of Board of Directors meetings each month to deliberate beforehand issues being put forth to the Board of Directors as well as to deliberate and decide on the execution of the important tasks for which authority has been delegated by the Board of Directors.

Members: All executive officers
Observers: All Audit & Supervisory Committee Members

Sustainability Committee comprises all Executive Officers who are members of the Management Committee, with Outside Directors participating as observers. Led by senior management, we have established an organizational structure that enables expedited management decision-making and implementation of measures. The Sustainability Committee identifies and reviews key issues (materiality topics) to be undertaken with priority by the RIKEN TECHNOS GROUP in the area of sustainability, approves the response policies and targets for the identified key issues, and oversees and evaluates the progress of activities. It also promotes company-wide sustainability-related education and activities to spread sustainability.

Members: All Executive Officers
Observers: All Audit & Supervisory Committee Members

The Risk & Compliance Committee comprises all Executive Officers who are members of the Management Committee, with Outside Directors participating as observers. In principle, meetings are held once every six months, and the details of the committee’s activities are reported to the Board of Directors as appropriate. Besides listing, analyzing, and evaluating the Group’s overall risks, the committee understands critical risks, identifies risks to be handled with priority, and formulates countermeasures for those risks. In addition, the committee carries out comprehensive risk management for the Group as a whole, such as confirming the progress of risk countermeasures every six months, making revisions to them, and instructing the relevant departments to carry out improvements as necessary.

Members: Four Audit & Supervisory Committee members (of which three are Independent Outside Directors)

More than half of the Audit & Supervisory Committee Members are Independent Outside Directors, and at least one member has considerable expertise related to finance and accounting. In addition, the Fulltime Audit & Supervisory Committee Member is appointed to carry out prompt information collection within the company and closely share information with Outside Directors.​

Members: President & CEO, Senior Managing Executive Officer, and three Independent Outside Directors)

Both committees seek to substantiate discussions by including multiple Inside Directors as members in
consideration of their skills, etc. At the same time, a majority of members of the committees are Independent Outside Directors to ensure transparency and objectivity in the process and content of nominations and remuneration. In addition, their Chairpersons are selected by mutual voting between members, from among Independent Outside Directors.

[Major Matters Deliberated in FY2023]
Nomination Committee: Selection of candidates for Directors (excluding Directors who are Audit & Supervisory Committee Members) and Executive Officers, progress confirmation and review of succession plans, etc.
Compensation Committee: Review of Officers remuneration system, individual compensation for Directors (excluding Directors who are Audit & Supervisory Committee Members) and Executive Officers (basic compensation, performance-linked, and stock benefits), etc.

Members: All Independent Outside Directors

Independent Outside Directors take on the roles of providing active advice regarding management, supervision of management in general, and supervision regarding conflicts of interests as well as reflecting opinions of stakeholders at Board of Directors meetings.
We appoint people who meet the independence standard for Outside Directors set by us as Independent Outside Directors. At the same time, they must be able to take on the role of contributing toward our sustainable growth and improvements in medium- to long-term corporate value. In addition, the Primary Independent Outside Director is elected by and chosen from among the Independent Outside Directors, and serves as a liaison with the company.
At least once every half a year, the Board of Outside Directors meeting comprising only Outside Directors is held for information exchange and awareness sharing between themselves.

*The independence standard for outside directors is defined in the RIKEN TECHNOS GROUP Corporate Governance Policy.

Officers, including the Representative Director, visited consolidated subsidiaries in Japan and overseas to grasp the actual situation of each company and provide direct guidance to strengthen the Group’s control. In addition, through the holding of information-sharing meetings for consolidated subsidiaries and briefing sessions on the progress of the Medium-term Business Plan for overseas subsidiaries, issues were identified and shared between the Company’s management and the management of consolidated subsidiaries.

We expanded our financial and non-financial disclosure by publishing the Integrated Report, incorporating sustainability information into the Annual Securities Report, and disclosing measures to achieve management with an emphasis on stock prices and capital costs. In addition, approaches have been advanced for constructive dialogue with shareholders and investors. The opinions of investors obtained in the SR meeting were reported and deliberated at the Management Committee and the Board of Directors, and then reflected in various measures.

As guidelines for human capital and human rights initiatives, we formulated the Human Resource Development Policy, the Internal Environment Development Policy, and the Human Rights Policy. In addition, we appropriately supervised efforts to address issues related to sustainability by receiving reports on the progress of KPIs for materiality from the Sustainability Committee.

We will continuously review the disclosure content and discuss initiatives to further promote constructive dialogue, including disclosure of new information from both financial and non-financial aspects. In addition, we will continue to appropriately reflect opinions obtained through dialogue in our internal structure.

We will pursue discussions in conjunction with our management strategy, with an eye toward the next Medium-term Business Plan.

Discussions will be promoted, including a review of low-profit businesses, while the allocation of management resources will be supervised from a medium- to long- term perspective.