Corporate Governance
See the following for more detailed information on Zeon's Corporate Governance Basic Policy and its implementation.
Zeon Corporation aims to increase profits and enhance corporate value on an ongoing basis while respecting and balancing the various interests of its shareholders and other diverse stakeholders. To this end, we are continuing efforts to establish a system that enables efficient and sound corporate management through corporate governance.
Putting in place a corporate governance system allows us to clarify the functions and roles of each organizational entity within the company and to carry out rapid decision-making and execution. We are also improving corporate transparency through appropriate monitoring and disclosure of business activities and their effects.
1. Board of Directors
The Board of Directors meets, in principle, every month with Audit & Supervisory members in attendance to ensure compliance with applicable laws and the Articles of Incorporation in the execution of business. In addition to its statutory duties, the role of the Board of Directors is to make important decisions about basic management policy, strategy, and other aspects of business execution. As of July 2023, the Board of Directors consists of 11 directors, including 5 outside directors.
2. Executive Committee
The Executive Committee, in accordance with the Executive Committee Rules, comprises the President and executive officers ranked senior corporate officer and above, meets twice a month in principle to examine and make decisions on important business matters after due deliberation involving consultation with attending fulltime Audit & Supervisory Board members. Important business matters stipulated in the Board of Director Rules are examined and decided by the Board of Directors.
3. Audit & Supervisory Board
The Audit & Supervisory Board comprises five members, including three external members. The Board reports, discusses, and adopts resolutions on important business matters. In accordance with the auditing guidelines established by the Audit & Supervisory Board, each member audits directors’ execution of their duties through various means, such as attending Board of Directors meetings and monitoring business operations, including at subsidiaries’ operations.
4. Director and Officer Nomination and Compensation Committee
The Director and Officer Nomination and Compensation Committee is positioned as an advisory organ to the Board of Directors for the purpose of strengthening the objectivity and transparency of the Board of Directors functions related to nominating directors and officers and deciding their compensation. The committee is composed of seven members, of which five are independent outside directors.
5. Corporate Value Creation Conference
The Corporate Value Creation Conference was established as an advisory body to the Board of Directors, to strengthen the decision-making and oversight functions of the Board with respect to the creation of the Zeon Group’s corporate value, and activities aimed at reflecting that value in our market capitalization. The Conference has seven members, two of whom are independent outside directors, two of whom are independent outside auditors, and one of whom is an outside expert (a lawyer who is not an advisor to Zeon).