Corporate Governance

Corporate governance is an important issue that supports the foundations of the NICHIAS Group.Throughout the entire Group, NICHIAS builds and strengthens its governance framework that increases the transparency, fairness, and efficiency of the decision-making process of top management including the Board of Directors.

Board of Directors

The Board of Directors decides the direction of the Group’s corporate strategy and makes important decisions from a medium- to long-term perspective.Regular Board of Directions meetings are held, in principle, once a month. Ad hoc Board of Directors meetings are also held as and when necessary.

In fiscal 2021, a total of 14 Board of Directors meetings were held.

The Board of Directors is made up of directors with various knowledge, experience, and abilities.The Board of Directors is run in such a way as to make sound decisions through open and active discussions.

Nomination Committee

The Nomination Committee was set up as an advisory body to the Board of Directors to ensure the objectivity and validity of the process for deciding potential directors.The Nomination Committee is made up of members that include external directors and external auditors.

In fiscal 2021, the committee was held once where it selected potential directors.

Members as of June 29, 2022

Chair: Katsumi Kametsu (President and Chief Executive Officer)
Members: Tsukasa Yamamoto (Representative Director), Yoichi Eto (Outside Director), Yoshito Hirabayashi (Outside Director), Junichi Nakasone (Audit & Supervisory Board Member), Isao Iwabuchi (Corporate Auditor)

Remuneration Committee

The Remuneration Committee, which is made up of members that include outside directors and corporate auditors, was set up as an advisory body to the Board of Directors to ensure the objectivity and validity of decisions regarding the remuneration of directors and increase the effectiveness of corporate governance.

In fiscal 2021, the Remuneration Committee was held once, with active discussions had regarding the remuneration system and remuneration levels for directors (and executive officers).

Members as of June 29, 2022

Chair: Katsumi Kametsu (President and Chief Executive Officer)
Members: Tsukasa Yamamoto (Representative Director), Yoko Wachi (Outside Director), Hiroaki Seki (Audit & Supervisory Board Member), Sachiko Murase (Corporate Auditor), Nobuhiko Takano (Corporate Auditor)

Officer Remuneration

At NICHIAS, the Board of Directors decides the details of officer remuneration. An outline of this is as follows:

1. (1) The remuneration of NICHIAS directors consists only of fixed remuneration paid on a monthly basis.
2. (2) The remuneration of each NICHIAS director is based on the standard amount according to the position of the director, with the specific amount decided after considering the outcome of discussions at the Remuneration Committee and consulting with the Board of Directors, taking into account factors such as business performance and the importance of duties and responsibilities of each director.
3. (3) The total amount of remuneration for all directors shall be within the limit of 32 million yen per month stipulated by the resolution made at the General Shareholders’ Meeting.

The table below shows the total amount of remuneration, etc. for each officer category and the total amount of remuneration, etc. by type, as well as the number of applicable officers

Management Meetings

To ensure prompt decision-making, Management Meetings deliberate business management matters for which the authority is delegated by the Board of Directors.Management Meetings are, in principle, held once a week, and are attended by directors, full-time auditor(s), and executive officers & division managers.

In fiscal 2021, a total of 48 Management Meetings were held.

The Management Meetings are run in such a way that attendees can engage in open and active discussions.Decisions made at the Management Meeting are reported to the Board of Directors.