Corporate Governance

Basic
Stance

The Gunze Group recognizes that legal and regulatory compliance is essential for meeting our basic management policy of sustainably boosting corporate value. Accordingly, we strive for swift decision-making and timely and appropriate disclosure of corporate information so that we can respond appropriately to the social and economic environment. Furthermore, we consider improving shareholder value by enhancing transparency of our management to be one of our most important management objectives. To achieve this, the Gunze Group seeks to build sound relationships with our stakeholders and strengthen and upgrade our internal control functions as a way to enhance our corporate governance.

Corporate Governance Structure
Corporate Governance Structure

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Corporate Governance Structure

Timely Disclosure Structure
Timely Disclosure Structure

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Timely Disclosure Structure

Management Structure

Gunze is a company equipped with a Board of Corporate Auditors (Audit & Supervisory Board). The current management team consists of nine directors including three independent outside directors (including two women). The company has also introduced a Corporate Officers System in order to facilitate quicker decision-making and reinforce its business execution system, appointing 13 corporate officers, five of whom concurrently assume the position of a director.

To clarify the management responsibilities to be assumed by directors and corporate officers and build a management system capable of swiftly responding to changes in the company’s business environment, the term of office of directors and corporate officers is designated as one year. As a basic rule, Board of Directors meetings are held once a month to decide important matters regarding execution of business and matters stipulated in laws or the Articles of Incorporation, while also overseeing the directors’ execution of their duties. Along with this, Executive Council meetings are held with the representative directors, managing directors, directors in charge of specific functions, and corporate officers participating (held 20 times in FY2020) to deliberate on important matters regarding business execution, while seeking to speed up decision-making. The Nomination/Remuneration Committee serves as an advisory body to maintain independence, transparency and objectivity in nominating candidates for directors and Audit & Supervisory Board members and to make decisions regarding their compensation.

Internal System for Timely Disclosure of Corporate Information

Gunze is aware of the importance of compliance in order to put the company’s management policy of continuously enhancing its corporate value into practice. As such, Gunze is committed to improving the soundness and transparency of management through prompt decision-making and timely and appropriate information disclosure in response to the social and economic environment.

Gunze Corporate Governance Guidelines