Corporate Governance
Basic approach
The NTH group aims to execute highly transparent and efficient corporate management while conducting honest and fair business activities founded in uncompromising corporate compliance to consistently and appropriately fulfill its corporate responsibility to shareholders and all other stakeholders. In addition, the Basic Internal Control Policy approved by the Board of Directors makes sure the entire group engages in sound business practices, which in turn strengthens corporate governance.
Corporate governance structure
The organizational design of NTH strives to ensure the effectiveness of oversight functions. Therefore, the company has put in place an Audit and Supervisory Board that conducts audits through corporate auditors and a board of auditors independent from the Board of Directors.
Board of Directors
The Board of Directors makes decisions on important corporate matters and provides the proper oversight of business execution. The Board includes four internal directors and three independent outside directors with the President acting as the chair to ensure diverse expertise and experience free of any particular bias. The Board of Directors nominates director candidates based on their knowledge, character, and other such attributes.
The company holds Board of Directors meetings once a month as a general rule in addition to extraordinary meetings as necessary. In fiscal 2023, the Board of Directors met a total of 15 times. The table below provides the attendance of directors to the Board of Directors meetings.
| Name | Meetings held | Meetings attended |
|---|---|---|
| Akira Takebayashi | 15 | 15 |
| Hiroyuki Ishida | 15 | 15 |
| Ryoichi Yonezawa | 15 | 15 |
| Shuichi Machida | 15 | 15 |
| Ken Endo | 15 | 14 |
| Naoya Hasegawa | 15 | 15 |
| Eriko Kogure | 15 | 15 |
The Board of Directors regularly deliberates on specific matters that include annual business plans, settlement of accounts, finance, governance, internal control, human resources, and sustainability. In addition, the Board examined matters in fiscal 2023 that included the sale of subsidiary stock, a change in the section that the company is listed on the stock exchange, and measures to realize management recognizing capital costs and stock price.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee ensures transparency and objectivity in decisions on the nomination and remuneration of directors, auditors, and corporate officers while aiming to further enhance corporate governance functions. The Committee, which is made up of a majority of outside officers, deliberate on policies, procedures, and other matters related to the nomination and remuneration of NTH corporate officers. In fiscal 2023, the Nomination and Remuneration Committee met three times. The table below provides the attendance of each committee member to the committee meetings.
| Name | Meetings held | Meetings attended |
|---|---|---|
|
Akira Takebayashi (Committee chair) |
3 | 3 |
| Shuichi Machida | 3 | 3 |
| Ken Endo | 3 | 3 |
| Naoya Hasegawa | 3 | 3 |
| Eriko Kogure | 3 | 3 |
The Nomination and Remuneration Committee deliberated on specific matters that include the nomination as well as remuneration of executive officers based on business performance determined through skill assessments and the achievement of targets, in addition to partial revisions to the remuneration policy for executive officers.
Sustainability Committee
NTH set up the Sustainability Committee in September 2022 to help improve medium to long-term growth and realize a sustainable society. The Committee reports to the Board of Directors on matters that include sustainability policies, targets, and action plans.
In fiscal 2023, the Sustainability Committee met three times. The table below provides the attendance of each committee member to the committee meetings.
| Name | Meetings held | Meetings attended |
|---|---|---|
|
Naoya Hasegawa (Committee chair) |
3 | 3 |
| Hiroyuki Ishida | 3 | 3 |
| Ken Endo | 3 | 3 |
| Eriko Kogure | 3 | 3 |
| Katsuhiko Kondo | 3 | 3 |
The Sustainability Committee deliberated on specific matters that include the basic approach and initiatives related to sustainability, disclosure in the integrated report, and the progress of efforts to follow the TCFD recommendations.
Executive Council
The Executive Council includes executive officers led by the President as chair to facilitate smoother business execution throughout the entire company. The Council deliberates on important and other various matters before proposing a motion to the Board of Directors.
Representative Conference
The Representative Conference aims to review and build a consensus on group policy while exchanging information about business activities throughout the group. The Conference meets on a monthly basis as a general rule to bring together the President of NTH and other full-time directors with executive officers, full-time auditors, and representatives of each operating company.
Auditing structure
NTH has four corporate auditors (all of whom are independent outside auditors), an Audit and Supervisory Board, accounting auditors, and an internal control office who work with one another to ensure effective oversight. The Audit and Supervisory Board meets once a month as a general rule in addition to holding extraordinary meetings as necessary. In fiscal 2023, the Audit and Supervisory Board met a total of 15 times. The table below provides the attendance of each auditor to the Audit and Supervisory Board meetings.
| Name | Meetings held | Meetings attended |
|---|---|---|
| Satoshi Uemura | 15 | 15 |
| Katsuhiko Kondo | 15 | 15 |
| Masayuki Endo | 15 | 14 |
| Miyoko Yamada | 15 | 15 |
The Audit and Supervisory Board deliberates on specific matters that include drafting auditing plans, creating auditing reports, appointing accounting auditors, and auditing matters and proposals for the Annual General Meetings of Shareholders as well as financial statements.
Nomination/appointment
Directors and auditors must have the high level of knowledge and skills necessary to achieve the long-term stable growth and higher corporate value envisioned by the company. The Nomination and Remuneration Committee deliberates on the nomination and appointment of core management, directors, and auditors before the Board of Directors approves the appointment. More specifically, the Representative Director and President makes proposals to the Nomination and Remuneration Committee. The Committee discusses the proposals before submitting them to the Board of Directors for discussion and scrutiny. Every nomination and appointment strive to nominate and appoint a candidate irrespective of gender, nationality, and other such attributes with the right knowledge, experience, and skills as well as diverse management standpoints necessary to execute business.