Corporate Governance Structure
SCREEN Holdings takes the form of a company with a Board of Corporate Auditors. At present, it has a Board of Directors comprising 9 directors (including 3 outside directors) and a Board of Corporate Auditors comprising 4 corporate auditors (including 2 outside corporate auditors) as well as external accounting auditors. The Group has adopted a holding company structure split into four main business areas, each under a separate Business Operating Company, to enable tactical and firm business execution. The Holding company determines the basic policies and strategies for Group management as well as the optimal allocation of management resources. In addition, it has management oversight over the business execution of each Group company, ensuring the functional segregation of business execution and oversight.
Duties of the Board of Directors
- The Board determines basic policies and strategies for the Group management and important matters in business execution and exercises supervision over business execution, holding regular monthly meetings and additional meetings as necessary.
- It selects one-third of outside directors in the Board of Directors with the aim of functional enhancement of management oversight and the maintenance of management objectivity. Outside directors are selected following SCREEN Holding’s “Criteria for Independence of Outside Directors and Outside Corporate Auditors.”
- It ensures the effectiveness of the Board of Directors through its overall analysis and evaluation based on a questionnaire to all directors and corporate auditors or by using other methods. Please see “Summary of Results of Evaluation of the Board of Directors’ Effectiveness.”
Corporate Auditors and the Board of Corporate Auditors
- The corporate auditors and the Board of Corporate Auditors recognize their fiduciary responsibility to the shareholders, legally monitor the business execution of directors from an independent objective standpoint and exercise oversight to ensure appropriateness through daily audits.
- The Board of Corporate Auditors holds two regular meetings per month and additional meetings as necessary.
- Regarding the nomination of candidates for corporate auditor positions, candidates are selected in accordance with SCREEN Holding’s “Criteria for Appointing Candidates for Corporate Auditors” and approved by the Board of Directors after seeking the advice of the Nomination and Compensation Advisory Committee as well as upon obtaining the agreement of the Board of Corporate Auditors.
- Outside directors are selected in accordance with SCREEN Holding’s “Criteria for Independence of Outside Directors and Outside Corporate Auditors.”
Corporate Officer System
The Group has introduced the corporate officer system in order to accelerate business execution and clarify responsibility. Corporate officers effectively execute their duties in accordance with the basic policies and strategies determined by the Board.
The Management Committee, comprising the full-time directors, corporate officers, and, as necessary, presidents of Business Operating and Functional Support Companies, meets twice a month to deliberate matters related to management and facilitate the decision making of the Board of Directors and the representative directors.