Election/DismissalSubmission of important matters for deliberationSupervision of business executionReporting of business executionConsultingReportingConsultingSubmission for deliberationElection/DismissalCollaborationReportingAuditReportingSubmission for deliberation, ReportingInstruction, PromotionInstruction, PromotionTOYO CONSTRUCTION I INTEGRATED REPORT 2024Election/DismissalCollaborationCollaborationAccounting auditAuditAuditDirectors engaged in extensive discussions on the optimum governance structure for the Company and decided measures to further evolve and improve its governance structure. In fiscal 2024, we are continuing these efforts as we remain committed to promoting optimum corporate governance to achieve medium- and long-term corporate value enhancement.Details of initiativesShareholders Meeting• Appointed an outside director as the chairman of the Board of Directors• Established the Board of Directors with a majority of the members independent outside directors• Appointed an independent outside director as the chairman of the Director Nomination & Compensation Committee• Introduced the concept of “decision made by bodies” in the decision-making process of business execution• Redefined the functions and operations of various meeting bodies, keeping in mind the separation of management supervision and execution• Establishment of CEO and COO positions• Proposal of female director candidates• Reviewed agenda items for meetings of the Board of Directors• Reduced the number of meetings and allocated more time for deliberation• Simplified board meeting materialsInitiatives to strengthen the corporate governance structure in fiscal 2023After the 101st Annual General Meeting of Shareholders, held on June 27, 2023, a new Board of Directors commenced operations. For approximately six months after the new structure was set up, a review of the corporate governance structure was conducted. Using the results, the Board of Accounting auditorReportingConsultingChairmanAudit, ReportingChairmanElection of executive officers, etc.CEO (Chairman)COOReportingConsultingReportingSubmission for deliberation, ReportingBoard of Directors5 inside directors6 independent outside directorsBusiness executionExecutive Committee(Decision on business execution)Project Review CommitteeSustainability CommitteeBoard of Auditors1 full-time corporate auditor (inside)3 independent outside corporate auditorsAudit DepartmentCorporate SectionDirector Nomination & Compensation Committee3 inside directors4 independent outside directorsRisk Management CommitteeBusiness divisions, branch offices, Group companiesRecognition of major issues(1) Promotion of an optimum corporate governance structure(2) Enhancement of deliberations and improvements in efficiency at meetings of the Board of DirectorsOrganization chart of corporate governance (as of June 26, 2024)41
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