Daifuku Report 2019

Compliance CommitteeExport Control CommitteeDaifuku North America Holding CompanyFA&DA OperationseFA OperationsAFA OperationsATec OperationsAWT OperationsSafety & Health Management DivisionContec Co., Ltd.JapaneseAffiliatesNon-JapaneseAffiliatesMental & Physical Health Promotion CommitteePension Assets Management CommitteeDisclosure CommitteeWork-Style Reforms CommitteeEnvironmental Enhancement Management CommitteeInformation Security CommitteeFinance and Accounting DivisionExternal ContactInternal reportingElectDelegateInformAuditElectElectReportDeliberateDeliberateAppointConsult(Nomination/Remuneration)ReportCollaborateCollaborateDelegateAppointDirectDelegate audits of accounting & internal controlAuditInternal auditAudit DivisionGeneral Meeting of Shareholders (Chair: President)Board of Directors (Chair: President)President & CEOAccounting AuditorCorporate LawyerAudit & SupervisoryBoardAudit & SupervisoryBoard Members(full-time/outside)CFO & CROAdvisory Committee12OfficersMeeting223Central Safety & Health CommitteeManagementAdvisoryMeeting[ ]ChairmanReplyCorporate Business Development DivisionHuman Resources and General Affairs DivisionCorporate governance structure(Updated in April 2019)1 Board of DirectorsThe main roles and responsibilities of the Board of Directors shall be to establish Daifuku’s management philosophy, etc. to determine the strategic direction. It shall undertake constructive discussions about specific management policies, management plans, and other aspects.2 System to complement functions of the Board of Directors3 Audit & Supervisory BoardAudit & Supervisory Board members and the Audit & Supervisory Board shall fulfill their duties by stipulating and promoting the effective applications of the Rules of the Audit & Supervisory Board, Audit Standards, and Standards on Audit Concerning the Internal Control System, with regard to audit of directors’ fulfillment of duties, decisions over resolutions to be submitted to the Ordinary General Meeting of Shareholders regarding election/dismissal and non-reappointment of the accounting auditor, and others, with due attention to their fiduciary responsibilities to shareholders and with an aim for sustainable growth and medium- and long-term improvement of the corporate value. Audit & Supervisory Board members and the Audit & Supervisory Board strive to ensure the effectiveness of audits by strengthening cooperation among the Audit Division and the accounting auditor; actively sharing information and exchanging opinions with the outside directors.Advisory CommitteeDaifuku has established a voluntary Advisory Committee to deliberate on the nomination, election/dismissal, and the remuneration of directors and corporate officers. The Advisory Committee is comprised of representative directors and outside directors, and meets at least three times a year. The Committee is chaired by one of the outside directors to ensure its independence and objectivity. The Committee shall examine the remuneration of management team and report its findings to the Board of Directors. The Committee shall examine matters such as the proposal of a succession plan, the identification of the qualities required for a successor, and the selection and evaluation of successor candidates, and report its findings to the Board of Directors. The Committee shall examine the election/dismissal of the CEO based on objective criteria and report its findings to the Board of Directors.Officers MeetingDaifuku adopts a corporate officer system to accelerate management decision making on business execution and strengthen supervising functions of the Board of Directors. The Board of Directors delegates matters other than important matters defined in the Rules of the Board of Directors to the management team, i.e. directors and corporate officers. With the introduction of the corporate officer system, Daifuku holds officers meetings with all members of the management team, full-time Audit and Supervisory Board members, an audit officer, etc. attending and participating in deliberations on the content of business execution.Management Advisory MeetingThe Management Advisory Meeting is held on a timely basis to confer important management matters, with directors and Audit & Supervisory Board members in attendance. This meeting also seeks the opinions of external specialists on an as-needed basis.45Daifuku Report 2019

元のページ  ../index.html#47