Basic Policy
Chori’s Basic Stance on Corporate Governance
The corporate philosophy of Chori and its subsidiaries (the “Chori Group”) says, “As members of the global community, we will work for the betterment of society. We take pride in being fair and sincere, and in continuing to offer superb service in order to deliver superior customer satisfaction.”
Based on this corporate philosophy, aiming for sound management and sustainable growth, CHORI CO., LTD. (the “Company”) is working to develop a structure to ensure the appropriateness of its operations.
The Company positions the Board of Directors as a body to make strategic decisions and oversee business, and is striving to strengthen corporate governance while complying with laws and social norms, conducting operations effectively and efficiently, and ensuring the reliability of financial reporting.
To further strengthen the transparency and oversight function of the Board of Directors, the Company has an Audit & Supervisory Committee in place, the majority of which consists of outside directors. Directors who are Audit & Supervisory Committee members exercise voting rights at Board of Directors’ meetings. To deepen discussions at Board meetings, the maximum number of directors (excluding those who are members of the Audit & Supervisory Committee) is limited to 10, and the term of office of directors (excluding those who are members of the Audit & Supervisory Committee) and executive officers is set at one year to ensure a results-centered approach. The number of directors who are members of the Audit & Supervisory Committee is limited to five. The Governance Committee, established as a voluntary advisory body to the Board of Directors, consists of the president, CEO & COO and two outside directors who satisfy the requirements for independent directors as stipulated by the Tokyo Stock Exchange. The majority of the committee’s members are outside directors, and an outside director serves as its chair. The Governance Committee deliberates matters such as the nomination of director candidates, policies for determining director compensation, and matters related to the protection of minority shareholder interests. It reports on these matters to the Board of Directors to further strengthen corporate governance.
In addition, the Internal Auditing Department carries out operational audits regarding the legitimacy, appropriateness, and effectiveness of business execution as well as anticipated management risks.
The Company has established internal regulations concerning the management of subsidiaries. The regulations provide a certain level of authority and allow for flexibility while ensuring that business operations are appropriately and efficiently executed.
Basic Policies
We strive to do the following:
- Ensure the rights and equality of shareholders
- Engage in appropriate collaboration with stakeholders other than shareholders
- Ensure appropriate information disclosure and transparency
- Ensure the Board of Directors fulfills its roles and responsibilities to promote transparent, fair, prompt, and resolute decision-making
- Engage in constructive dialogues with shareholders
Organizational Structure | Company with an Audit and Supervisory Committee |
---|---|
Number of Directors(excluding those who are Audit & Supervisory Committee members) | 4 |
Term of Office of Directors According to the Articles of Incorporation | 1 year |
Number of Directors Who Are Audit & Supervisory Committee Members | 4 (of whom, 3 are outside directors) |
Term of Office of Directors Who Are Audit & Supervisory Committee Members According to the Articles of Incorporation | 2 years |
Number of Independent Officers | 3 |
Executive Officer System | Yes |
Performance-Linked Remuneration System | Yes |
Accounting Auditor | Deloitte Touche Tohmatsu LLC |
For details on corporate governance, please refer to the Corporate Governance Report.