- Investor Relations
- Corporate Governance
Basic view on corporate governance
Corporate Governance Structure
BOOKOFF GROUP HOLDINGS LIMITED (“the Company”), as a company with audit & supervisory board members, has adopted a corporate governance structure comprised of the Board of Directors, including Outside Directors; the Audit & Supervisory Board, including Outside Audit & Supervisory Board Members; the Management Committee attended by Internal Directors, Executive Officers and full-time Audit & Supervisory Board Members; the Operations Committee attended by Internal Directors, Executive Officers, General Managers, and others; and the Internal Audit Department.
Overview of Company Organizations
■ Board of Directors
The Board of Directors consists of six members (as of December 21, 2018). Two are Internal Directors, including the President and CEO.
The Board of Directors holds regular meetings, attended by all Directors and Audit & Supervisory Board Members on a monthly basis, as well as an extraordinary meeting of the Board when required. The Board of Directors makes decisions regarding business plans and other important management matters based on appropriate discussion. The Board is also responsible for monitoring budgets and the progress of operations.
■ Management Committee and Operations Committee
The Company has adopted an executive officer system to clarify reporting lines for departments and associated companies, and clearly define authority and responsibilities.
The Management Committee, consisting of Internal Directors and Executive Officers has been established to allow swift decision making, and meets weekly, as a rule. The Management Committee meetings are also attended by General Managers and others when required, mainly to discuss matters on business reports, various concerns, the agendas of the Board of Directors meetings, important business matters, and to make deliberations and decisions on important matters related to the BOOKOFF Group’s management.
The Operations Committee meets on a monthly basis, as a rule, attended by Internal Directors, Executive Officers, General Managers, and others. This meeting is to communicate decisions taken by the Management Committee and share information regarding the BOOKOFF Group’s business execution, which facilitates a structure that enables the appropriate management of operations.
■ Audit & Supervisory Board and Internal Audit Department
The Company has adopted an audit & supervisory board member system. To ensure the independence of Audit & Supervisory Board Members and effectiveness of audits, the Audit & Supervisory Board consists of three members (two males and one female), one of whom is a full-time Audit & Supervisory Board Member and two are part-time Audit & Supervisory Board Members. Two of them are Outside Audit & Supervisory Board Members (one male and one female). The full-time Audit & Supervisory Board Member attends not only the Board of Directors’ meetings, but all other important internal meetings, including the Management Committee and Operations Committee meetings. This arrangement facilitates a structure for adequately monitoring the execution of duties by Directors and Executive Officers.
Further, the Internal Audit Department has been established, with a staff of four. The department conducts internal audits throughout the fiscal year as needed, reporting results directly to the President and CEO and the full-time Audit & Supervisory Board Member. In addition, the department reports internal audit results to Internal Directors and Executive Officers at the Management Committee meetings.
Overview of the Company’s Corporate Governance Structure