Corporate Governance Structure
The Company aims to further strengthen the management control and corporate governance. To this end, it has established the Management Policy Committee, Internal Control Committee, the Nomination and Compensation Committee, the Sustainability Committee, the Transaction Review Committee, the Disclosure Committee, the DX Committee and the Customer Satisfaction Improvement Committee in addition to the Board of Directors. (Last updated: June 1, 2024)
The Board of Directors consists of an appropriate number of people in order to emphasize mobility and enable prompt decision-making. Important matters related to the management of the Company and the Group are decided by the Board of Directors after deliberation by the Management Policy Committee and the Internal Control Committee from the viewpoint of the effectiveness and efficiency of the business.
The Management Policy Committee was established as a decision-making organ for the business execution of the Company and its Group. The Internal Control Committee discusses and reviews matters related to the establishment of internal control system in a comprehensive and expert manner promoting the appropriateness and efficiency of the business execution of the Company and its Group, and aiming at sustainable growth and medium- to long-term increase in the corporate value of the AFS Group; providing necessary instruction and advice to relevant parties; resolve matters delegated by the Board of Directors; and to report and make proposals to the Board of Directors.
The Sustainability Committee has established governance from a social perspective, determine strategies and policies for sustainability as a Company, and indicate its sustainability stance to external and to guide each division of the Company and the Group companies with regard to sustainability. The Committee comprehensively and expertly discusses and reviews matters regarding the sustainability, and provides necessary guidance and advice to relevant parties, and makes reporting and recommendations to the Board of Directors.
The Nomination and Compensation Committee is chaired by an outside director ensures that the nomination and compensation decisions for the Directors and senior management of each subsidiary in the Group for which the Company is the parent are made with objective, transparent, and independent procedures; and is consulted by the Board of Directors to discusses and deliberates the candidates for the next director and the remuneration of directors.The Transaction Review Committee which is composed of outside directors, deliberates on the appropriateness of significant transactions or acts that create conflict of interest between the controlling shareholder and minority shareholders of the company from the perspective of protection of minority shareholders’ interest.
The Disclosure Committee multidimensional and comprehensively discusses and deliberates the disclosure materials to explain the company’s financial results and status of the operating business, and the DX Committee has technical and practical discussions on the promotion of DX in the Company and its Group. The Customer Satisfaction Improvement Committee examines matters related to the improvement of the Group’s customer services from comprehensive and specialist viewpoints.
In addition, the Company is a company with the Board of Corporate Auditors, and the Board of Corporate Auditors consists of three outside corporate auditors (including two independent directors) and one auditor.
Corporate Governance Structure
