Governance system

Governance system diagram

Board of directors

Board of Directors consists of three internal Member of the Board and six Member of the Board(Outside Director) members (four of whom are Independent Outside Director), for a total of nine members. In principle, it meets once a month, and also holds extraordinary Board of Directors meetings as necessary, to decide on matters stipulated by law or the Articles of Incorporation, management policies and other important management matters, and to Supervise ensure that Member of the Board duties are carried out in a manner that is appropriate.

*For the independence standards of the Company's Member of the Board(Outside Director) and Outside Audit and Supervisory Board Member, please see "2.1. [Independent Outside Director] Other Matters Related to Independent Outside Director" in the Corporate Governance Report.

Corporate Governance Report(688KB) (Updated July 2024)

Main discussion topics for fiscal 2023

Evaluation of the effectiveness of board of directors

The Company conducts evaluations of the effectiveness of Board of Directors with the aim of further increasing the effectiveness of Board of Directors.

Implementation overview

Results of the effectiveness evaluation for fiscal year 2023

According to the survey results, the effectiveness of Board of Directors was generally at a certain level, but as a result of initiatives focused on issues identified in the previous year's evaluation, there were several areas where improvements were seen. On the other hand, points that should be improved in the future were also pointed out, and we are recognizing these as issues to be initiatives to improve effectiveness in fiscal 2023.

Key points for improving future effectiveness evaluations

We will continue to promote initiatives for fiscal 2023 and, based on discussions at Board of Directors, will further promote the following initiatives in order to improve the effectiveness of Board of Directors and further strengthen corporate governance.

Audit & supervisory committee

Audit & Supervisory Committee is made up of four members, including two Audit and Supervisory Board Member (one of whom is Audit and Supervisory Board Member(Standing)) and two Outside Audit and Supervisory Board Member (Independent Outside Director), and meets once a Audit & Supervisory Committee in principle and whenever necessary. The Audit & Supervisory Committee is required to include at least one person with a considerable degree of knowledge of finance and accounting.
Each Audit and Supervisory Board Member audits the legality and appropriateness of business execution in accordance with the audit policy, audit plan, and division of audit duties established by Audit & Supervisory Committee, and reports to Board of Directors. In addition, liaison meetings are held to strengthen cooperation with Member of the Board(Outside Director), and information is shared regarding business conditions, governance, etc.

*For the independence standards of the Company's Member of the Board(Outside Director) and Outside Audit and Supervisory Board Member, please see "2.1. [Independent Outside Director] Other Matters Related to Independent Outside Director" in the Corporate Governance Report.

Corporate Governance Report (528KB) (Updated July 2024)

Priority audit items

• Verifying the responsibilities of Member of the Board and the effectiveness of Board of Directors
• Strengthening internal control system verification
• Verification of internal culture reform initiatives
• Verification of the governance status of Group companies

Internal audit

The Internal Audit Department checks and provides guidance mainly through operational audits. The Audit Department audits the overall internal control of executive departments in accordance with the audit plan approved by the Board of Directors, and periodically reports the status of audit implementation to the management.

Nominating advisory committee / Compensation advisory committee

J-OIL MILLS in order to increase the independence and objectivity of the functions of Board of Directors and to strengthen accountability, the Company has established "Nominating Advisory Committee" and "Compensation Advisory Committee" with Member of the Board(Outside Director) as chairpersons.
The independence of the committee is ensured by having the chairman and a majority of the committee members be independent Member of the Board(Outside Director).

Nominated Consult committee

• Composition: 4 Member of the Board(Outside Director) and 1 internal Member of the Board
• Functions/Role: Deliberates on the nomination, appointment and dismissal of Member of the Board and Executive Officer, and Report to Board of Directors.
• Activity status: The committee met a total of eight times between July 2022 and June 2023 to discuss the CEO succession plan, suitability evaluation, executive personnel affairs, and efforts to succeed and develop management talent.

Compensation Advisory Committee

• Composition: 4 Member of the Board(Outside Director), 1 internal Member of the Board, and 1 internal Audit and Supervisory Board Member
• Functions/Role: Deliberates on the need to revise executive remuneration system and evaluation system for Member of the Board and Executive Officer, and the appropriateness of compensation, and Report to Board of Directors.
• Activity status: The committee met a total of eight times between July 2022 and June 2023 to discuss matters such as executive remuneration system.

Composition and attendance status of board of directors, audit & supervisory committee, and each committee

Composition and attendance in 2023

●…Chairman or chairperson, 〇…Committee or member
*1 Nominating Advisory Committee will be held a total of 7 times from July 2022 to June 2023. The attendance counts for Tsuyoshi Kameoka and Tatsuya Sato refer to committee meetings held after they became committee members on June 27, 2022.
*2 Compensation Advisory Committee met a total of 7 times from July 2022 to June 2023. The attendance counts for Tsuyoshi Kameoka and Tatsuya Sato refer to committee meetings held after they became committee members on June 27, 2022.
*3 Appointed Member of the Board or Member of the Board(Outside Director) on June 27, 2022
*4 Appointed Member of the Board(Outside Director) on June 27, 2023

Executive committee / Other committees

Consult body to Executive Committee

1. Risk Management Committee
   The purpose of this framework is to respond comprehensively and quickly to potential risks that could affect management, risks (manifest risks) such as compliance violations, and crises (serious crises), in order to prevent them and reduce their impact. Under this framework, we have established Compliance Subcommittee and Risk Management Subcommittee, which work to raise employee awareness of compliance, deal with violations, anticipate and prevent risks, and respond to crises.
2. Sustainability Committee
   The purpose of this committee is to incorporate the idea of sustainability, which is linked to our corporate philosophy, into our business activities and to hold necessary discussions. We position climate change countermeasures throughout the supply chain as a top priority, and we work to resolve issues by sharing sustainability and reducing environmental impact across the entire company issues from procurement to production, logistics and sales.
   Please see below for details on our sustainability promotion structure.
   Sustainability Promotion Structure
3. Investment and Financing Committee
   The purpose of Executive Committee, which serves as an Consult body to the Management Committee, is to consider from various angles the implementation and follow-up of investments, loans, and corporate alliances, as well as the confirmation and revitalization of unprofitable businesses, in order to contribute to the deliberations of Executive Committee. It considers the content, issues, necessity, risks, financial plans, management structures for PMI, etc., and priorities from a company-wide perspective for each project, taking into account the consistency of the project with the Company's philosophy and management plans, compliance with investment plans and domestic and international laws and regulations, and ensuring safety, the environment, and quality.

Other committees

1. Information Disclosure Committee
   As an organization responsible for strengthening strategic information dissemination and making company-wide information disclosure decisions, we promote timely, appropriate, and fair information disclosure.
2. Branding Committee
   We are working to spread the brand both internally and externally through the formulation of brand strategies aimed at improving the brand power of Communication brand JOYL, and the formulation and implementation of brand reinforcement measures.
3. Marketing Committee
   Our activities aim to foster a customer-centric corporate culture, promote a marketing orientation and mindset, improve marketing capabilities, and develop marketing personnel.