Management Structure
Corporate governance structure and the reasons for adopting such a structure
Our corporate governance system is that of a company with an Audit & Supervisory Committee. We have established an Audit & Supervisory Committee with three outside directors serving as members who perform audit and supervisory functions. The directors who are Audit & Supervisory Committee members exercise voting rights at meetings of the Board of Directors to further strengthen the supervisory function of the Board of Directors and the transparency of management.
Each director (including directors who are Audit & Supervisory Committee members) performs his or her duties as a member of the Board of Directors in a free and independent manner with respect to decision-making and the execution of duties. In addition, the Company has established a system to ensure sufficient and active discussion at meetings of the Board of Directors. Furthermore, three outside directors who serve as Audit & Supervisory Committee members conduct objective and rational audits of the legitimacy and appropriateness of business execution from an objective perspective, and we believe they are adequately fulfilling their supervisory function over management.
| Name | Description | Number of meetings held in FY03/2024 | |
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| 1 | Board of Directors | The Board of Directors consists of all directors and has been positioned as the committee responsible for making strategic decisions and overseeing the Company’s operations. The Board of Directors meets at least once a month, in principle, to make decisions on important management matters and to supervise the directors’ execution of duties. | 16 |
| 2 | Executive Committee | The Executive Committee consists of executive officers and those who were approved by the Board of Directors and was established as an organization for conducting discussions and exchanging important information and opinions on matters related to business execution. | 26 |
| 3 | Audit & Supervisory Committee | Directors who are Audit & Supervisory Committee members attend meetings of the Board of Directors and other important meetings, meet with those in charge of the Sales Department and the Corporate Planning Division to make decisions on important management-related matters (including processes), and sufficiently audit and monitor the appropriateness of the execution of duties by each director (excluding those who are Audit & Supervisory Committee members) and executive officer. The Audit & Supervisory Committee meets regularly once a month to share information with outside directors regarding the status of management, audit results, and other matters, and to exchange opinions. | 14 |
| 4 | Governance Committee | The Governance Committee aims to enhance the Company’s corporate governance structure in order to strengthen the independence and objectivity of the functions and accountability of the Board of Directors regarding director nomination, remuneration, etc., and to protect the interests of minority shareholders. |
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| 5 | Legal Compliance Committee | The Legal Compliance Committee is chaired by the president and having directors (excluding directors who are Audit & Supervisory Committee members), executive officers, and other members. The committee deliberates on important compliancerelated issues and reports the results to the Board of Directors and the Executive Committee as necessary. | 6 |
| 6 | Sustainability Promotion Committee | The Committee chaired by the president, formulates the Company’s basic policy on sustainability, identifies materiality (key issues) based on this policy, sets related goals and checks their progress, monitors other sustainability-related measures, and reports the results to the Board of Directors and the Executive Committee as necessary. | - |
| 7 | Business Investment Committee | Chaired by the president, CEO & COO, the Business Investment Committee discusses and deliberates the appropriateness of risk–return assessments and plans and the feasibility of important investments and financing. | 4 |
| 8 | M&A Promotion Committee | The M&A Promotion Committee is chaired by the general manager of the Corporate Planning Division and consists of the general manager of the Sales Department and other members. The committee deliberates on and examines matters pertaining to the business portfolio of Group companies, including M&A and the Group’s medium- to long-term management plan, from the perspective of improving consolidated management. | 1 |
Committee Members
| Name | Position | Committees and Committee Members | |||||||
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| Board of Directors | Executive Committee | Audit & Supervisory Committee | Governance Committee | Legal Compliance Committee | Sustainability Promotion Committee | Business Investment Committee | M&A Promotion Committee | ||
| Tatsuyuki Sakoda | President, CEO & COO, President and Executive Officer |
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| Hiroshi Yoshida | Director, Managing Executive Officer |
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| Kazuhiro Tohge | Director, Executive Officer | |
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| Nobuyuki Inohara | Director | |
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| Shigemasa Yabu | Director, Full-Time Audit & Supervisory Committee Member |
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| Masaaki Sawano | Outside Director, Audit & Supervisory Committee Member |
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| Hiromasa Suzuki | Outside Director, Audit & Supervisory Committee Member |
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| Hiroko Noda | Outside Director, Audit & Supervisory Committee Member |
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Diversity of the Board of Directors
| Name | Gender | Length of Service*1 | Area of Expertise and Experience | |||||
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| Corporate Management | Global | Finance and Accounting | Risk Management | Sales and Marketing | Sustainability and ESG | |||
| Tatsuyuki Sakoda | male | 2 years | |
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| Hiroshi Yoshida | male | Newly appointed | |
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| Kazuhiro Tohge | male | 6 years | |
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| Nobuyuki Inohara | male | Newly appointed | |
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- *1Indicates number of full years of service as of June 18, 2024.
| Name | Gender | Length of Service*1 | Area of Expertise and Experience | |||||
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| Corporate Management | Global | Finance and Accounting | Risk Management | Sales and Marketing | Sustainability and ESG | |||
| Shigemasa Yabu*2 | male | 2 years | |
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| Masaaki Sawano | male | 6 years | |
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| Hiromasa Suzuki*3 | male | 2 years | |
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| Hiroko Noda*4 | female | Newly appointed | |
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- *1Indicates number of full years of service as of June 18, 2024.
- *2Shigemasa Yabu served as a director of the Company for six years prior to concurrently serving as an Audit & Supervisory Committee member.
- *3Hiromasa Suzuki served as a director of the Company for one year prior to concurrently serving as an Audit & Supervisory Committee member.
- *4Hiroko Noda served as a director of the Company for two years prior to concurrently serving as an Audit & Supervisory Committee member.
Definition of each skill
- Corporate Management
- Has experience as a corporate manager and has considerable knowledge of organization management of a whole group as well as management strategies.
- Global
- Has experience working overseas and of management in an overseas company, and has considerable knowledge of global corporate management.
- Finance and Accounting
- Is a certified public accountant or a certified public tax accountant, or has experience engaging in finance and accounting in finance and accounting departments, etc. at a corporation, and has considerable knowledge of these fields.
- Risk Management
- Has business experience in the fields of risk management, corporate legal affairs and compliance, and has considerable knowledge in supervising corporate management.
- Sales and Marketing
- Has business experience in a sales department, and has considerable knowledge of sales and marketing in a wide range of business domains.
- Sustainability and ESG
- Has experience in corporate management aiming for sustainable growth, and has considerable knowledge of sustainability and ESG.
Maintenance of a Certain Level of Independence from Our Parent Company
Toray Industries, Inc., our parent company, holds 12,967,000 of the Company’s common shares (52.41% of voting rights).The Company constantly works to strengthen the combination of our ability to sell and collect information on fibers and chemicals, which represent our core business, in Japan and overseas, and the parent company’s ability to develop materials in order to generate synergies and enhance corporate value for both companies. In addition, by operating under a parent company, the Company is able to gain a better understanding of market trends and the business environment, enhance its credibility, and enjoy other benefits that come with being a Group company.
With the exception of one director who does not execute business, the executives and employees at the Company do not concurrently serve as executives or employees at the parent company or Group companies and the Company does not accept employees through transfers from the parent company or Group companies. In addition, the Company has its own management plan in place, through the execution of which we have developed our business.
To promote sustainable growth and enhance corporate value, Chori and Toray Industries, Inc., have formed an agreement to implement the following:
- 1Verify the appropriateness of the Company maintaining its listed status
- 2Execute appropriate transactions between the Company and Toray Industries, Inc.
- 3Ensure the effectiveness of corporate governance that considers the interests of the Company’s general shareholders
- 4Execute proper risk management for the Toray Group (including prior consultations on specific matters regarding corporate governance and internal controls)
Based on strict adherence to the abovementioned agreement, we have determined that the Company’s operational independence from its parent company is sufficiently maintained.