Governance | MIRAIT ONE Corporation

Governance

Corporate governance

Basic idea of corporate governance

We, at MIRAIT ONE Corporation (“the Company”), recognize the importance of management as a socially-responsible company and have put in place organizational structures and systems to ensure transparency and fairness in decision-making. Building relationships founded in trust with all of our stakeholders including shareholders is positioned as the most important aspect of management.

The company will continue to enhance the corporate value and sustain business growth through the implementation of effective corporate governance and continued improvement.

Organization for Corporate governance

We are a company with an Audit and Supervisory Committee, overseen by a board of directors and accounting auditors.

The board of directors has as its members independent outside directors. We have set up a system for reciprocal cooperation where the Audit and Supervisory Committee together with an internal audit section and accounting auditors each perform independent inspections.

Policy and procedures for the nomination of the directors and member directors of the Audit and Supervisory Committee, and nomination

In the nomination process of candidates for the board of directors and member directors of the Audit and Supervisory Committee, the MIRAIT ONE Corporation selects a wide variety of candidates from both inside and outside of the company, consults with the Nomination and Compensation Committee chaired by an independent outside director, and determines the candidates who have excellent personalities, superior insights and high managerial capabilities, at the board of directors meetings based on the replies from the Committee.
Especially for independent outside directors, we appoint individuals who have abundant experience and knowledge across different fields and can carry out their roles and duties with a specialized and objective viewpoint by providing guidance and managerial supervision from the perspective of enhancing the medium- to long-term corporate value of the company. For independent outside director members of the Audit and Supervisory Committee, we appoint those who have abundant experience and knowledge across different fields, and can with independent and objective views properly monitor the board of directors’ managerial decisions, execution of duties, and their observance of laws and ordinances, enhancing transparency of the board and serving greater corporate value.
The rationale for selection of each director and auditor is outlined in the notice of general meeting of shareholders.

Effective use of independent outside directors

The company selects and nominates multiple independent outside directors expecting them to provide advices for continued growth and mid- and long-term enhancement of company values as well as to make proposals in the board meetings in consideration of the opinions of stakeholders including shareholders of the company.
The directors of the company include 14 directors who are not members of the Audit and Supervisory Committee (among them, 4 are outside directors) and 5 directors who are members of the Audit and Supervisory Committee (among them, 3 are outside directors), totaling 19 directors (among them, 3 are female). All 7 outside directors are registered as independent directors based on the rule of the Tokyo Stock Exchange.
At the completion of 2022 ordinary general meeting of shareholders, the structure of the board of directors of the company is capable of incorporating objective and independent opinions of independent outside directors into company management.
Independent outside directors have high attendance rate in the board meetings, playing expected roles sufficiently by supervising the company management based on their expertise and providing opinions actively on the policy and improvement of management.

Internal control

Internal control system

The company adopted Basic Policy of the Internal Control System in the board of meeting to ensure proper operations conducted by MIRAIT ONE Group Companies. We have also enacted Administrative Regulations for group companies and a group-wide internal control system in our effort to appropriately manage the MIRAIT ONE Group through specific internal controls at group companies.

Internal audit

With the leadership of Operation Auditing Department, the company monitors the uniformity of audits and efforts made for internal audits to verify the status of the preparation and operation of group-wide internal control, and promotes the improvement of operations.

Compliance

The MIRAIT ONE Group deliberates compliance issues in the Compliance Committee chaired by the president based on the Compliance Rule, and controls promotion activities. Also, the Compliance Committee defines and communicates various rules related to compliance, and implements the thorough governance of compliance through seminars and other activities.

Risk management

The company defines basic matters of risk management in the Risk Management Rule for proper control of various risks, and deliberates risk-related issues in the Risk Management Committee chaired by the president.

As for information security, the MIRAIT ONE Group introduced and is using an information security management system (ISMS, ISO/IEC27001) to prevent the leak of important information and to protect information assets through group-wide effort.

Basic policy for the elimination of antisocial forces

The MIRAIT ONE Group actively communicates with regional societies, which are the basis of the existence of the group, does not interact with antisocial forces, organizations, bodies, or individuals that disturb the order of society and threat the safety of peoples’ lives, and takes a firm stand against any pressure from such forces.