Fundamental Perspective on Corporate Governance
Based on a shareholder-focused fundamental policy, SHIFT aims to increase earnings and enhance corporate value as a sustainable company. To do so, we have put in place a management administration structure and strive to increase management efficiency and speed. At the same time, we are aware of our corporate responsibilities to society, and we aim to contribute to society through our business activities. We endeavor to generate profits through harmonious relationships among all stakeholders, including shareholders, business partners, and employees. Taking these factors into consideration, though our management administration structure we strive to ensure transparency and objectivity in our business activities, put in place a structure to supervise the execution of business, and disclose information in a timely and appropriate manner.
Corporate Governance Structure
1. Organizational Structure and Organizational Management
Our organizational form is a company with an Audit & Supervisory Board
- Directors who are not Audit & Supervisory Committee members
- Number of directors who are not Audit & Supervisory Committee members stipulated in the Articles of Incorporation12
- Tenure of office of directors who are not Audit & Supervisory Committee members as
stipulated in the Articles of Incorporation1 year
- Number of directors who are not Audit & Supervisory Committee members 4
- Appointment of outside directorsYes
- Directors who are Audit & Supervisory Committee members
- Tenure of office of directors who are Audit & Supervisory Committee members 2 years
- Number of directors who are Audit & Supervisory Committee members stipulated in the Articles of Incorporation5
- Number of directors who are Audit & Supervisory Committee members 3
- Appointment of outside directors who are Audit & Supervisory Committee membersYes
- Number of outside directors who are Audit & Supervisory Committee members 3
- Number of outside directors who are Audit & Supervisory Committee members designated as independent executives3
- Independent Executives
- Number of independent executives4
2. Business Execution, Auditing and Supervision, Nomination, and Compensation Determination Functions
Based on Japan’s Companies Act, SHIFT has in place Board of Directors, Audit & Supervisory Committee and accounting auditor. The Board of Directors has seven members (four of whom are outside directors). The Audit & Supervisory Committee has three members (all three of whom are outside members).
The Board of Directors meets once each month, in principal, and flexibly otherwise as necessary. As the company’s highest decision-making body, the Board of Directors decides matters stipulated by law and the Articles of Incorporation, as well as important policy-related matters, and status of business execution on this basis.
The Management Council, which is attended by full-time directors and full-time Audit & Supervisory Board members, meets once each month, in principle, to ensure sufficient deliberation on matters of management importance and to make decisions quickly. Based on the strategies and polices determined by the Board of Directors, the Management Council deliberates the state of progress of business execution and makes decisions.
In addition, the company has established the Nomination Committee as a voluntary institution from the perspective of management soundness and corporate governance. Members of this committee include three directors (of whom one is an outside director) and two outside Audit & Supervisory Board members. The Nomination Committee, which serves as an advisory body to the Board of Directors, provides reports and advice on matters related to the appointment and dismissal of outside directors.
3. Reasons for Selecting the Current Corporate Governance Structure
SHIFT is a company with an Audit & Supervisory Board. Members of this board supervise the soundness of corporate management and the execution of duties by the directors, creating a sound management structure. Furthermore, by appointing highly independent outside Audit & Supervisory Board members, the company has selected the current corporate governance system, which achieves a high degree of management transparency.