Overview of Governance System
Board of Directors
The Board of Directors is a 10-member body consisting of six Directors, three of whom are Outside Directors, and four Statutory Auditors, three of whom are Outside Statutory Auditors. With the President and Representative Director serving as chair, the Board of Directors deliberates on Group-wide management policies, targets, issues and other important matters, and manages and supervises the management and execution of duties of each Group company.
Board of Auditors
The ID Group is organized as a company with a Board of Auditors. The Board of Auditors is composed of one Standing Statutory Auditor, who is thoroughly familiar with the operations of the Group, and three Outside Statutory Auditors, who possess a high degree of specialized expertise and a wealth of experience. The Board of Auditors works closely with the Internal Audit Office, which works under the direct supervision of the President, and the accounting auditors, to audit the Directors’ and Executive Officers’ execution of their duties, audit the management and assets of the Group, and provide other vital oversight services.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee serves as an advisory body to the Board of Directors. It consists of three individuals: one Independent Outside Statutory Auditor, who chairs the Committee, and two Independent Outside Directors. This Committee deliberates from an independent perspective on matters such as the nomination of candidates for Director and Statutory Auditor, Directors’ remuneration, and the appointment and dismissal of senior management personnel, and reports its findings to the Board of Directors.
The Executive Committee, which consists of the 10 members of the Board of Directors, is an advisory body to the Board of Directors. This body takes the time to engage in free and expansive discussion of vital matters such as M&A, investments, capital and business alliances.
Group Risk Management Committee
This Committee is an advisory body to the Board of Directors. Chaired by the President and Representative Director, its other members are the members of the Board of Directors, the Executive Officers with portfolio, the Presidents of each Group company and related officers and employees. The Group Risk Management Committee is tasked with uncovering risk phenomena (focusing on three major risks: management and finance; personnel, labor and social matters and trends generally; and operational matters at individual business units) and deliberating on and examining solutions to them.
Group Management Meeting
The main members of this meeting are the full-time Directors, Standing Statutory Auditors, Executive Officers with portfolio and the Presidents of each Group company. This meeting discusses management issues impacting the Group as a whole, important management-related items and agenda items presented to the Board of Directors before the relevant bodies meet to resolve them, so as to enhance the speed and accuracy of decision-making processes. Chaired by the Manager of the Corporate Strategy Department, this meeting convenes on a regular, monthly basis and also as occasion requires, to foster fast, effective Group management.