Corporate Governance Structure and Governance Quick Reference Table
|Company with an Audit & Supervisory Board
|Number of directors
|Of which, outside directors
|Number of Audit & Supervisory Board members
|Of which, outside Audit & Supervisory Board members
|Number of independent officers
|Number of Board of Directors meetings in FY Mar/2023
|Tenure of directors
|Stock option system
FANCL has positioned the enhancement of corporate governance as an important management issue so that we can be a corporation that is highly trusted by all stakeholders including our shareholders. Our basic policy is to ensure corporate ethics and legal compliance, establish an internal control system that includes a risk management system, and ensure management efficiency and transparency.
As of June 24, 2023, our management system consists of nine Directors (of which five are Outside Directors), five Audit & Supervisory Board members (of which three are Outside Audit & Supervisory Board members), seven senior executive officers, and seven executive officers (excluding those serving concurrently as a Director). The term of office of Directors is one year.
The Board of Directors decides on and supervises the execution of important business matters. The Group Management Conference conducts preliminary deliberations on matters that will be decided by the Board of Directors and discusses important management issues within the scope of authority granted by the Board. The Sustainability Committee deliberates policies, strategies, and measures related to sustainability.
FANCL has also adopted an Audit & Supervisory Board System. Audit & Supervisory Board members attend important meetings including those of the Board of Directors and Group Management Conference where they state their opinions to enhance the effectiveness of audits in management decisions. Opportunities are also in place for Audit & Supervisory Board members to have discussions with top management as appropriate, ensuring a fair management oversight system.
Nomination and Compensation Committee
The Nomination and Compensation Committee is established as an advisory body to the President & CEO and Representative Director to actively involve the independent outside directors in the nomination of director candidates and in deciding officer compensation as well as to ensure the fairness, transparency, and objectivity of procedures. The chairperson of the committee as well as the majority of its members are independent outside directors. In addition to matters relating to the nomination of directors and executive officers of the Company, the committee drafts the compensation system, examines the amounts of compensation for each individual and submits a full report stating its opinions to the President & CEO, Representative Director.
In June 2020, the chairmanship of the Nomination and Compensation Committee was changed from the previous President & CEO, Representative Director to an independent outside director, thereby shifting to a more transparent governance structure.