ESG Governance

Corporate Governance Structure

At the TATSUTA Group, we are endeavoring to strengthen corporate governance in order to achieve sustainable growth and enhance corporate value in the medium and long term, while ensuring swift decision-making as well as sound and transparent management.
TATSUTA’s Board of Directors, Board of Managing Officers, and other management bodies make decisions on important matters, etc. Further, from the perspective of enhancing corporate governance by strengthening the supervisory function of the Board of Directors, we have adopted the structure of a Company with an Audit and Supervisory Committee. We have also set up a range of governance-related committees, which are tasked with coordinating with and supervising each other. We have established the Basic Policy on Internal Control Systems, and set out the division of duties of various governance tasks and organizational structures by resolution of the Board of Directors.

Promotion system

Corporate Governance Structure
Diagram of corporate Governance Structure
Board of Directors

The Board of Directors is responsible for promoting TATSUTA’s sustainable growth and medium- and long-term corporate value enhancement and endeavoring to improve earning ability and capital efficiency, based on its fiduciary duty and accountability to shareholders. In addition to deciding on matters designated by laws and regulations or the Articles of Incorporation, the Board of Directors formulates medium-term management plans and other plans such as fiscal year budgets, manages differences between plans and results, and instructs Executive Officers in countermeasures, as necessary. Furthermore, the Board also creates an environment to support appropriate risk-taking by Executive Officers and supervises the execution of duties by Directors and Executive Officers.

Audit and Supervisory Committee

The Audit and Supervisory Committee fulfills a vital supervisory function. It has an obligation to audit the execution of duties by Representative Directors and other Executive Directors by properly executing its duties as an independent statutory body commissioned by shareholders. By properly fulfilling these duties, the Committee is responsible for ensuring that TATSUTA and the TATSUTA Group give full regard to the interests of various stakeholders, strive to work in cooperation with them, and establish a good corporate governance system to respond to social trust. It monitors and verifies the construction and operational status of internal control systems, audits the execution of duties by Directors, and fulfills its duties designated under laws, regulations, and the Articles of Incorporation.

Executive Officer System

Executive Officers efficiently execute business operations based on the basic policies determined by the Board of Directors.

Audit functions

The Internal Audit Rules determine matters such as the types and subjects of audits to be conducted, the frameworks of audits and when they will be conducted, and the preparation of written reports of audit outcomes. The Audit and Supervisory Committee also conducts its own audits, guidelines for which, including procedures, contents, and reports, are set out in the Audit and Supervisory Committee Rules.

Nomination and Remuneration Advisory Committee

We have established the Nomination and Remuneration Advisory Committee, based on the Nomination and Remuneration Advisory Committee Rules. This Committee is composed of Directors who are Audit and Supervisory Committee Members and the Representative Director who is President and Executive Officer. The majority of members are Independent Outside Directors. In addition to responding and reporting back to requests for advice by the Board of Directors on matters including the nomination of candidates for the position of Director, the appointment and dismissal of officers, succession plans and officers’ remuneration, the Committee presents opinions to the Board of Directors regarding other matters of corporate governance, as necessary.

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