Corporate Governance

(September 30, 2019)

Organization of Corporate Governance

The Calbee Group operates under its vision: “We must earn respect, admiration and love firstly of our customers, suppliers and distributors, secondly of our employees and their families, thirdly of the communities, and finally of our stockholders.” We prioritize customers and suppliers through our management because this will consequently be of maximum benefit to our shareholders. Calbee also believes that strengthening and enhancing corporate governance is important when fulfilling stakeholders’ trust and expectations and increasing in corporate value. Based on this stance, we aim to raise management transparency and enhance internal control systems and compliance systems.

Organization of Corporate Governance

Transition of Corporate Governance System Enhancement

2001 Separation of supervision and business execution Adopt an executive officer system, appoint outside directors, and separate business execution and management supervisory functions
2009 Enhance supervisory and monitoring functions Reduce number of internal directors from nine to two and increase number of outside directors from two to five, switching to the Board that includes a majority of highly independent outside directors
2009 Promotion of diversity Appoint our first foreign director and promote diversity in the Board by including Board members of differing personal histories, genders, and nationalities
2010 Enhancing management transparency and soundness Establish a voluntary committee, an advisory board that reviews and makes proposals to the Board regarding executive appointment and remuneration
2014 Clarification of management responsibility Reduce director terms from two years to one in order to clarify responsibilities associated with each business year and to build a management system that is able to quickly respond to changes in the management environment

Board of Directors

Board of Directors holds regular meetings once per month, in principle, in which it formulates and makes decisions regarding important management policies and strategies connected to sustainable growth and improving corporate value in addition to making decisions concerning legal matters, and conducts supervision to business execution.

Number and Ratio of Directors

Outside directors 5 (63%)
Female directors 2 (25%)
Female executive officers 7 (26%)
Foreign director 1 (13%)

Audit & Supervisory Board

The Audit & Supervisory Board consists of three outside Audit & Supervisory Board members. The Board ensures transparency, and oversees and audits management.

Number and Ratio of Auditors

Outside Auditors 3 (100%)
Female Auditor 1 (33%)

Nomination Committee

Duties:
Review executive appointments and remuneration and consult with the Board of Directors

Members:
One internal director and four outside directors

Management Council

Duties:
Verify the current status of, and issues facing, business administration and conduct preliminary discussions

Members:
Senior executive officers including three directors, and presidents of internal companies

  • The Tokyo Stock Exchange’s Corporate Governance Code has been applied to all listed companies in 2016. In response, we have formulated our own original corporate governance code that reflects our vision and systematizes our attitude regarding corporate governance.
    Calbee’s Corporate Governance Code

Internal Control

Duties:
Construct internal control systems and conduct self-assessment

Members:
Internal Control Office head (Chairman), Internal Audit Office head, operational divisions’ head, production site managers, and presidents of group companies

Executive Remuneration

Our remuneration system for internal directors and senior executive officers is determined through a highly transparent and objective system that is decided at the Board of Directors’ meetings and involves reviews conducted by the Advisory Board. About two-third of this remuneration is performance-linked. We designed the system this way so that it would be connected with shareholder interests from a medium- to long-term perspective. Additionally, we pay our outside directors basic remuneration only, as they are in positions independent from business execution.

Fixed remuneration One-third of the total remuneration paid
Basic remuneration Monetary rewards as compensation for executive duties*1
Variable remuneration Two-third of total remuneration paid
Bonuses Cash linked to the business results during the fiscal year*2
Retirement bonuses Cash linked to the business results during the period of appointment paid at the time of retiring
Performance-based stock compensation Stock compensation linked to the business results of each fiscal year paid at time of retiring*3
  • *1 Basic remuneration for directors shall not exceed annual remuneration limits determined by the General Meeting of Shareholders.
  • *2 Remuneration shall not exceed 1.5% of the respective fiscal year’s consolidated ordinary profit.
  • *3 Paid for the fiscal years between March 31, 2018 and 2020 in which performance targets were achieved; Total amount shall not exceed 1% of consolidated net profit targets.

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