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Corporate Governance

Corporate Governance Policy

The J-Oil Mills Group intends to meet the expectations of society and fulfill its responsibilities to society by providing economic and environmental value. Not only we "will make the best efforts not to use the corporate scandals", in order "to realize the happiness of stakeholders", in accordance with the Companies Act, we are building the business execution system and monitoring and supervision system.
We reliably operate an internal control system built in accordance with the Companies Act and the Financial Instruments and Exchange Act, conducts internal audits, and improves the effectiveness of the system by improving deficiencies.

Corporate Governance Report (728 KB) (Updated July 1, 2022)

Basic Thinking Regarding Corporate Governance

J-Oil Mills is working to enhance its corporate governance, seeking to realize honest and transparent management that wins the trust of our stakeholders.

Overview of corporate governance

Organizational form	Company with Board of Corporate Auditors

Chairman of the Board	Tatsuya Sato (President & CEO)

Number of directors	Eight (five outside directors, including three independent directors)

Number of auditors	Four (two outside auditors, both of whom are independent auditors)

Board meetings (record for FY2021)	Number of times : 17

Auditors’ meetings (record for FY2021)	Number of times : 22

Voluntary established committees corresponding to the nominating committee and the remuneration committee	● Nomination Advisory Committee: When requested by the Board of Directors, deliberates on proposals for the appointment and dismissal of directors and executive officers and provides its recommendations to the Board of Directors. The committee consists of three outside directors and one internal director, and is chaired by an outside director. ● Remuneration Advisory Committee: When requested by the Board of Directors, deliberates on remuneration proposals for directors and executive officers and provides its recommendations to the Board of Directors. The committee consists of three outside directors, one internal director, and one auditor, and is chaired by an outside director.

Voluntary established committees corresponding to the nominating committee and the remuneration committee

● Nomination Advisory Committee: When requested by the Board of Directors, deliberates on proposals for the appointment and dismissal of directors and executive officers and provides its recommendations to the Board of Directors. The committee consists of three outside directors and one internal director, and is chaired by an outside director.
● Remuneration Advisory Committee: When requested by the Board of Directors, deliberates on remuneration proposals for directors and executive officers and provides its recommendations to the Board of Directors. The committee consists of three outside directors, one internal director, and one auditor, and is chaired by an outside director.

Appointment of directors	Candidates are determined by the Nomination Advisory Committee and the Board of Directors, and are elected at the General Shareholders’ Meeting.

Appointment of auditors	Candidates are determined by the Board of Auditors and the Board of Directors, and are elected at the General Shareholders’ Meeting.

Number of independent officers	3 outside directors and 2 outside auditors (*independent officers based on the rules of the Tokyo Stock Exchange)

Decision on remuneration	Remuneration is decided by the Board of Directors based on the results of consultation by the Remuneration Advisory Committee, an advisory body for the Board