Corporate Governance Activities of the Audit & Supervisory Board
Corporate Governance Activities of the Audit & Supervisory Board
Audit & Supervisory Board (A&SB) Members and A&SB
(FY2025 Activities)
Audit & Supervisory Board (A&SB) Members and A&SB
(FY2025 Activities)
Based on audit policies and plans the A&SB developed, the A&SB has received reports from management (fourteen (14) reports in fiscal 2025) to confirm the status of execution of duties. The A&SB has also received reports on the results of audits conducted by Senior A&SB Members of the Company and other activities, and shared the results of on-site inspections, compliance issues, and the status of sustainability efforts. The A&SB inspected the records of approval of important decisions, checked the contents of reports made to the Audit Report System and responses to the reports, and confirmed the contents of non-assurance services of accounting auditors. the A&SB checks the Company’s financial results as well as the interim review and the year-end audit reports from accounting auditors, and report documentations on the reviews and the audits conducted by accounting auditors, and compiles an Audit Report as the A&SB, evaluates the accounting auditors, determines re-election or non-reelection of each of the accounting auditors, and confirms compliance with law and regulations regarding the agendas of the General Meeting of Shareholders.
The A&SB held total of the thirteen (13) A&SB meetings for the fiscal year ended March 31, 2025, and each meeting took three (3) hours and six (6) minutes. The attendance rate was 100% (Senior A&SB Members: 100%, Outside A&SB Members: 100%).
The attendance rate of each A&SB Members at the A&SB meetings is as follows.
Classification | Name | Number of meetings held during the term | Number of attendance | Attendance Rate | Remarks |
---|---|---|---|---|---|
Senior A&SB Member | Eiji Fujii | 3 | 3 | 100% | Retired on June 24, 2024 |
Senior A&SB Member | Hidetoshi Baba | 13 | 13 | 100% | - |
Senior A&SB Member | Yoshiaki Tokuda | 10 | 10 | 100% | Elected on June 24, 2024 |
Outside A&SB Member | Akihiro Eto | 13 | 13 | 100% | - |
Outside A&SB Member | Akihiko Nakamura | 13 | 13 | 100% | - |
Outside A&SB Member | Setsuko Yufu | 13 | 13 | 100% | - |
Classification | Name | Number of meetings held during the term | Number of attendance | Attendance Rate | Remarks |
---|---|---|---|---|---|
Senior A&SB Member | Eiji Fujii | 3 | 3 | 100% | Retired on June 24, 2024 |
Senior A&SB Member | Hidetoshi Baba | 13 | 13 | 100% | - |
Senior A&SB Member | Yoshiaki Tokuda | 10 | 10 | 100% | Elected on June 24, 2024 |
Outside A&SB Member | Akihiro Eto | 13 | 13 | 100% | - |
Outside A&SB Member | Akihiko Nakamura | 13 | 13 | 100% | - |
Outside A&SB Member | Setsuko Yufu | 13 | 13 | 100% | - |
Evaluation of the Audit & Supervisory Board (A&SB) Effectiveness
Duties of the Company’s Audit & Supervisory Board Members included attendance at Board of Directors Meetings, monitoring the status of supervising execution of Director duties, and stating opinions when recognized as necessary. In addition, the decision-making process for important Group matters and the conditions of discussion at important meetings were checked, and the status of execution of duties by the President and Chief Executive Officer, Presidents of the operating companies, and functional top management was monitored. Audit & Supervisory Board Members participated in the quarterly ERM Committee meeting, and attended as observers at the quarterly Internal Audit Committee meeting which is the controlling institution for internal audit functions. In addition to receiving reports of the results of audits and other information from the internal auditing group, the Audit & Supervisory Board Members, internal auditing group, and Accounting Auditors all met together to exchange information on matters such as risk assessments and plans for visits at the start of the year, as well as changes in the audit contents, identified items, and risk assessments, and engaged in other audit and supervisory activities intended to strengthen Group governance.
At the Audit & Supervisory Board meetings, based on the system of independent action, Audit & Supervisory Board Members who have different expertise and knowledge openly discuss the contents of the above audit and supervisory activities, and form opinions and other information to be delivered to the Board of Directors and executive divisions.
In order to continually improve the effectiveness of audit and supervisory activities, the Audit & Supervisory Board conducts an evaluation of Audit & Supervisory Board effectiveness at the end of each fiscal year. In addition to a quantitative evaluation of effectiveness based on a total of 40 evaluation items from perspectives such as action based on Corporate Governance Code, the effectiveness evaluation identified specific issues proposed by each Audit & Supervisory Board Member, and worked to identify items for improvement. Issues and improvements proposed by Audit & Supervisory Board Members are discussed and the action to be taken is decided. The results are applied to the Audit Plan for the following fiscal year.
In fiscal 2025, when the Audit & Supervisory Board conducted interviews regarding the status of duty execution with the President, Presidents of operating companies, and others, it received reports focused on the subjects proposed in advance by the Audit & Supervisory Board, then secured sufficient time to focus on exchange of opinions and questioning in order to make discussions more effective. Outside Audit & Supervisory Board Members accompanied visiting audits conducted by Audit & Supervisory Board Members, and implemented measures such as conducting audits of operating conditions from wide-ranging perspectives, working to improve the effectiveness of the Audit & Supervisory Board.
The Audit & Supervisory Board discussed the results of the effectiveness evaluation that was conducted at the end of fiscal 2025 and concluded that "it is functioning effectively." For issues and other matters which were identified at discussions, measures in response will be decided and continual efforts will be made to improve the effectiveness of the Audit & Supervisory Board.