Corporate Governance
- Corporate Governance System
- Appointing Directors and Audit & Supervisory Board Members
- Executive Remuneration
- Risk Management System
Corporate Governance System
Basic Policy to Corporate Governance
Corporate governance is based on our corporate philosophy: "We are committed to harnessing nature's gifts, to bringing taste and fun, and to contributing to healthy life styles." We believe that strengthening and enhancing corporate governance is crucial in order to meet the expectations of stakeholders including customers, business partners, employees and their families, and local communities, and to increase corporate value.
Calbee's Corporate Governance System
| Main Items | Contents |
|---|---|
| Form of institutional design | Company with Audit and Supervisory Board |
| Number of directors (of whom, outside directors) |
8 (5) |
| Number of Audit & Supervisory Board members (of whom outside Audit & Supervisory Board members) |
3 (2) |
| Number of meetings of the Board of Directors (FY2023/3) |
13 (Attendance ratio: 97%) |
| Number of meetings of the Audit & Supervisory Board (FY2023/3) | 15 (Attendance ratio: 100%) |
| Term of office for directors | 1 year |
| Term of office for Audit & Supervisory Board members | 4 years |
Transition of Corporate Governance System Enhancement
- 2001Separation of supervision and business execution
-
- ・Adopted an executive officer system
- ・Appointment of outside directors
- 2009Enhancement of supervisory and monitoring functions Promotion of diversity of the Board of Directors
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- ・Reduced number of internal directors from nine to two
- ・Increased the number of outside directors from two to five
- ・Appointed the first non-Japanese director
- 2010Enhancement of management transparency and soundness
-
- ・Established an Advisory Board (Currently Nominating Commitee / Compensation Commitee)
- 2014Clarification of management responsibility
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- ・Reduced director terms from two years to one year
- 2019Strengthen of management structure Clarification of the function of committees
-
- ・Increased the number of internal directors by two, Board of Directors increased from six to eight
- ・Changed the Advisory Board into the Nominating Committee/Compensation Committee, chaired by an outside director
Calbee's Corporate Governance Code
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(Open in a separate window)
Organization of Corporate Governance
Appointing Directors and Audit & Supervisory Board Members
Policy
We have a core policy that Board of the Directors is composed of a majority of independent directors. We are actively promoting the Board's diversity by appointing members with differing personal histories, genders, and nationalities. In addition, we are focusing on a balanced combination of directors with backgrounds in many different areas of expertise, such as the food industry, general industry, and journalism. Evaluations of the independence of directors and Audit & Supervisory Board members are conducted based on the standards established by the Tokyo Stock Exchange.
Processes
The nomination of candidates for outside directors is decided upon approval at the General Meeting of Shareholders, after being reviewed by the Advisory Board and recommended by the Board of Directors. Regarding the nomination of candidates to the Audit & Supervisory Board candidates must have a strong will to respond submission from shareholders with background in finance, accounting and/or law. Candidates are deliberated by the Board of Directors. After which, they are approved by Audit & Supervisory Board members, and them decided on at the General Meeting of Shareholders.
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 Compensation Committee. About half 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: half of total executive remuneration | |
|---|---|
| Basic remuneration | Monetary rewards as compensation for executive duties*1 |
| Variable remuneration: half of total executive remuneration | |
| Bonuses | Cash linked to the business results during the fiscal year |
| 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*2 |
- *1 Basic remuneration for directors shall not exceed annual remuneration limits determined by the General Meeting of Shareholders.
- *2 Maximum of 1% of target for profit attributable to owners of parent each fiscal year.
Risk Management
In order to deal with the diverse business risks (natural disasters and accidents, legal violations and litigation, quality, procurement of raw materials, stocks, intellectual property infringements, etc.) faced by the Company, we have formulated “Risk Management Rules,” and identify and evaluate the business risks of each internal companies, headquarters, and Group companies during the process of establishing an internal control system. In particular, regarding quality risks for our products and raw material procurement, the Quality Assurance Division plays a central role in implementing preventive measures. In addition, we have a system that enables us to respond to promptly throughout the Company. Going forward, we will to promote to establish a system to prevent risks in advance, minimize damage, and ensure rapid recovery. As for information security risks, we have put in place an internal system that can respond to security incidents. Also, we continue to enlighten and educate employees as preventive measures.
Risk Management System
Based on “Basic policy of Internal Control Systems” resolved by the Board of Directors, we have established the following compliance and risk management system. The Ethics and Risk Management Advisory Board, which includes external experts, has been established to promote a highly independent and transparent system. In addition, the Ethics and Risk Management Committee was established to decide on the policies compliance and risk countermeasures, and the Compliance and Risk Management Promotion Committee at each of our internal companies, headquarters, and domestic group companies is responsible for implementing these measures.
Organization of Compliance and Risk Management
