NEG is involved in ongoing efforts to enhance corporate governance so as to ensure managerial transparency and strengthen operational supervisory functions.
Matters of Business Execution, Auditing and Oversight
Directors, Board of Directors, and Executive Officers
The Company aims to realize rapid and decisive decision-making, managerial transparency, and strong execution of business affairs. The Company takes measures to ensure the optimal number of Directors and to clarify their functions of decision-making and supervising. The Company has introduced Executive Officers System to execute business operations. To achieve clarity of management responsibility and a flexible management system capable of responding to changes in the business environment, the Company has shortened the term of Directors to one year.
Regular Board of Directors Meetings are held on a monthly basis, and extraordinary Board of Directors Meetings are held as necessary, to make decisions regarding important managerial issues and to supervise the execution of business affairs (management monitoring). In addition, it attempts to monitor the management by receiving explanations directly from the Executive Officers about the summary of the business results of the current fiscal year and the budget of next fiscal year in their charges respectively at the budget meeting held once a year. Currently, the Board of Directors consists of seven inside Directors (including 2 Representative Directors) and 2 Outside Director. The Company intends to strengthen the function of management monitoring by electing an economist and a former corporate manager as Outside Directors. The Outside Directors perform their roles independently and based on their professional viewpoints.
Currently, The Company has the President as the Chief Executive Officer and other 20 Executive Officers (including 5 serving concurrently as Directors). The terms of Executive Officers is one year (the same as that for the Director).
Management Committee meetings are held to discuss and consider important business issues as well as details and implementation regarding managerial decisions made at Board of Directors Meetings. Management Committee meetings are held regularly twice a month and extraordinarily as necessary.
Corporate Auditors, Board of Corporate Auditors
The Company has the Board of Corporate Auditors. The Company’s Board of Corporate Auditors currently consists of four Corporate Auditors, two of whom are Outside Corporate Auditors as of the last update. Corporate Auditors carry out audits of the Directors’ execution of their duties through assessing business affairs and corporate assets and setting important audit items according to auditing policies, plans, and assignment of duties established by the Board of Corporate Auditors as well as through participation in Board of Directors meetings.
Meetings of the Board of Corporate Auditors are held monthly in principle, and Corporate Auditors share information and exchange their views there. The Corporate Auditors will endeavor to improve the effectiveness of their audits through expanding their knowledge about the business of the Company. For this purpose, the Corporate Auditors take various measures, such as the attending at the budget meeting and periodically questioning Directors and/or Executive Officers about their duties and issues to be handled by them.
The Company intends to strengthen the function of auditing by electing 2 Outside Corporate Auditors. One of them is an attorney, and the other is a certified public accountant and certified public tax accountant. The Outside Corporate Auditors perform their audits independently and based on their professional viewpoints. Employees who belong to the Administrative Division shall assist Corporate Auditors in their duties as the need arises, and deliver necessary information to Corporate Auditors appropriately.
The Company has elected KPMG AZSA LLC as its Accounting Independent Auditor to perform the accounting audit and has executed an auditing contract with it. The Company undergoes in KPMG AZSA LLC’s audit under the Companies Act and the Financial Instruments and Exchange Act.