Basic Approach Toward Corporate Governance

Based on the Group Mission Statement of contributing to the realization of a safe and affluent society through our creative technologies and innovative products, the Group formulated a basic policy of ensuring the transparency and fairness of management and further enhancing the corporate governance system, thereby realizing sustainable corporate growth and medium-to₋long-term enhancement of corporate value. As a company with a Board of Auditors, Osaka Soda has established a system to enhance corporate governance and increase its effectiveness through a management system that makes appropriate supervision possible with directors undertaking accurate decision making and executive officers implementing operations.

Corporate governance and internal control systems diagram

Board of Directors

In addition to taking up important matters in line with the rules of procedure for the Board of Directors, the Board of Directors deliberates on the progress of business performance and examines actions to be taken. Osaka Soda has made the term of office for directors one year and introduced an executive officer system that allocates management decision-making and executive oversight functions to the Board of Directors and the implementation of operations to executive officers, the goal of which is to implement efficient corporate management and clarify responsibility.

Management Committee

Composed mainly of directors, the Management Committee is an advisory body for the Representative Director. The Committee deliberates important issues in the performance of the duties of the directors, forming a structure under which decision making by the Representative Director is understood and implemented accurately.

Board of Auditors

The Board of Auditors actively participates in important in-house meetings, including Board of Directors meetings, which makes it possible for the board to properly supervise the execution of duties by directors.

Nomination and Compensation Committee

The Nomination and Compensation Committee is a voluntary advisory body to the Board of Directors, and a majority of its members are independent outside directors. The committee was established to further reinforce corporate governance by strengthening not only the independence and objectivity of Board of Directors functions related to the nomination and compensation of directors, executive officers, and similar parties, but also accountability and fostering the next-generation management resources.

Sustainability Committee

The Sustainability Committee, an organization under the Board of Directors, formulates sustainability policies, strategies, and measures, as well as ascertains the state of achieving the four material issues and manages progress. The committee, which the President and CEO serves as the chair of and the General Manager of the Administration Division serves as the vice chair of, is composed of representatives of the production divisions, business divisions, corporate divisions, and Group companies. Auditors participate as observers.