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Corporate Governance
Policies and Basic Approach
The Taisei Group’s fundamental approach to corporate governance is to ensure the swiftness, appropriateness, fairness, and transparency in management decision-making in order to earn the trust of society while pursuing sustained development as a business.
Sustainability Governance and Oversight
Overview of Corporate Governance System
- As to details of the overview of corporate governance system, please refer to our Corporate Governance Report.
Evolution of the Company’s Governance
Corporate Governance Structure (As of June 20, 2024)
Committees within the Board
The following Committees within the Board have been established and convened as necessary, as prior consultation bodies in order to invigorate and substantiate the deliberations by the Board.
Committees within the Board
(As of September 1, 2024)
| Name | Terms of reference | Name of authorized member | ||||||||
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| Governance System Review Committee | To strengthen and expand the governance functions of our company and the Group as a whole | Chairperson | Atsuko NISHIMURA*1 | |||||||
| Vice- chairperson | Masahiko OKADA | |||||||||
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| Executive Personnel Committee | To ensure independence, objectivity and transparency in the appointment of Members of the Board and Executive Officers, etc. | Chairperson | Norio OTSUKA*1 | |||||||
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| Remuneration Committee | To ensure transparency in order to ensure independence, objectivity and transparency of executive compensation | Chairperson | Norio OTSUKA*1 | |||||||
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| Sustainability Committee | To strengthen and promote sustainability management of our company and the entire Group | Chairperson | Fumiya KOKUBU*1 | |||||||
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- *1External Member of the Board
- *2External Audit & Supervisory Board Member
Information about Management Members
Skill Matrix
As to details of item below, please refer to our Annual Securities Report
- Skill Matrix, and Attendance Situation of Board Meetings and Audit & Supervisory Board Meetings
As to details of item below, please refer to our Corporate Governance Report.
- Expertise and experience expected from Members of the Board and Audit & Supervisory Board Members
Status of Board Member Activities
As to details of an item below, please refer to our Business Report.
- Activities of the FY2023 Board and Audit & Supervisory Board by External Members
Election, Dismissal, and Development Plan of Executives
When nominating the Member of the Board candidates and appointing executive officers, we consider qualifications and overall balance based on individual backgrounds, achievements, personalities, knowledge, experience, and abilities. Additionally, we take into account diversity aspects, including gender, international exposure, career history, and age. Our aim is to select individuals who can contribute to the sustainable growth of the Company and enhance its value in the medium-to-long-term.
Furthermore, the Board identifies skills essential for achieving medium- to long-term objectives and the Medium-Term Business Plan. Nominations for Board membership are based on these identified skills. If the qualifications expected at the time of election are not recognized, the possibility of dismissal is considered.
Regarding the development plan for executives, we identify and nurture management candidates to ensure their retention and commitment. Our training programs focus on equipping them with a broad understanding of the external business environment and proficiency in corporate governance and management strategies.
In the program, we offer opportunities to gain insights from the management perspective from the early stages, such as participating as observers in important meetings including Management Committee, and organizing sessions to exchange opinions with external Members of the Board. By attending externally organized training sessions, our management candidates get the opportunity to interact with leaders from various industries, aiming to broaden their knowledge and network. We are actively working to develop this approach systematically.
Support System for External Executives
The Secretarial Department supports our External Members of the Board, while the Audit & Supervisory Board Members’ Department aids our External Audit & Supervisory Board Members. Before each monthly the Board meeting, relevant materials are distributed and pre-meeting briefings are held. These sessions allow for explanations by internal Members of the Board on agenda items. Regular opinion-exchange sessions and site visits further foster information sharing and collaboration among the Members of the Board. This support structure ensures thorough and lively discussions during Board meetings.
Remuneration, Etc.
- As to details of FY2023 officer remuneration, etc., please refer to our Corporate Governance Report.
Activities / Efforts
Analysis and Evaluation of the Overall Effectiveness of the Board
- As to details of FY2023 evaluation, please refer to our Corporate Governance Report.
Dialogue with Shareholders and Investors
Taisei Corporation is committed to fostering constructive dialogues with shareholders and investors as we strive for sustainable growth and enhanced corporate value in the medium-to-long-term. Our timely and appropriate information disclosures lay the foundation for these dialogues.
In alignment with our Information Disclosure Policy and the Fundamental Corporate Governance Policy, we ensure compliance with legal and stock exchange regulations when revealing financial results, management strategies, risk factors, governance structures, human capital management, intellectual property, and sustainability initiatives. We also strive to share up-to-date insights about our business activities with stakeholders through our website and annual reports.
For dialogue with shareholders and investors, our actions are grounded in our IR Policy. We promote constructive dialogue with our stakeholders through interviews, IR briefings, and general meetings of shareholders. Specifically, we conduct semiannual financial results briefings, hold individual meetings for both domestic and foreign institutional investors, and engage in overseas IR activities. In addition to the management, external members of the Board and members of the Audit & Supervisory Board attend these meetings as necessary, taking investor requests into consideration.
Internally, we document these dialogues and interactions. Reports capturing these engagements are shared monthly with senior management and presented in detail to the Members of the Board at least twice a year, ensuring that our investor relations activities contribute to enhancing our management capabilities. Based on the suggestions received through dialogues in recent years, we have clarified our goals for reducing cross-shareholdings, and progress in this effort is explained to investors through dialogues and disclosed through Corporate Governance Reports, Annual Securities Reports, and other documents.
Ensuring the Credibility of Financial Reporting
Internal controls on financial reporting based on the Financial Instruments and Exchange Act are recognized as one of the most important issues for a corporation. We have set up the internal systems including daily monitoring to ensure the credibility of the financial reporting disclosed to the public. The effectiveness of the system is evaluated by the Auditing Department and audited by KPMG AZSA LLC. The results are disclosed in the Internal Control Report and in the Audit Report of Internal Controls. We will fulfill our social responsibility as a corporation by continuing to ensure the effectiveness of these internal controls.
In order to continue to operate the internal control systems relating to financial reporting in a sound manner, we are also publishing messages from the President, implementing e-learning, and other campaigns to raise awareness among executives and employees.
Promotion of Internal Controls
At Taisei Corporation, in May 2006, the Board established the Fundamental Policy to Enhance Operational Compliance Systems, which was revised in July 2022. This policy is designed to ensure that as a Group, we conduct operations both appropriately and efficiently and maintain the reliability of financial reporting. To further enhance compliance and risk management, the Company undertakes various measures. This includes providing training on compliance with the Antimonopoly Act, conducted by external lawyers, primarily targeting executives and staff in the sales division.
Top Management Seminar
Top management convenes for keynote lectures by external speakers and to engage in discussions about management challenges, applying insights to organizational operations.