Overview of Governance System
Board of Directors
In addition to making decisions on critical business and legal matters in accordance with laws and regulations, such as the ID Group’s Mid-Term Management Plan and fiscal year business plans, the Board of Directors supervises the execution of duties by the Directors and builds an internal control system for the entire Group. The Board consists of six members: the President and Representative Director, who sits as chairperson of the Board, the Executive Vice President and Representative Director, the Executive Corporate Officer and Director, as well as three independent Outside Directors.
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 five individuals: one Independent Outside Director, who chairs the Committee, and four Independent Outside Officers. 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.
As an advisory body to the Board of Directors, the 13-member Management Committee, consisting primarily of board members, extensively engages in open and vigorous discussions on critical business matters, such as M&A, investments, and 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 Corporate Officers, 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, Corporate Officers 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.