Our Fundamental Approach to Corporate Governance
At Tokyu Construction, we have a corporate philosophy based on our mission statement, management policy, and principles of conduct that describes the type of company we seek to become. To make this vision a reality, we are working to contribute to society through our business activities and achieve sustained growth and higher medium- to long-term corporate value. It is crucial that we foster a strong corporate governance structure to achieve these goals, hence we are always striving to make improvements that will result in more effective and efficient corporate governance.
We have also come up with the “Tokyu Construction Corporate Governance Basic Policy,” which includes our fundamental approach to corporate governance, as well as establishing relevant standards, etc.
Corporate Governance Structure
Board of Directors
The Board of Directors consists of ten members (including four outside directors and three independent officers). Directors serve a one-year term to clarify management responsibilities for each fiscal year and to build a dynamic and responsive management structure.
Outside directors comprising corporate managers with extensive knowledge and experience, lawyer with expertise and work experience in the real estate industry, and business manager with professional insights as a certified public accountant and certified tax accountant provide much-needed perspective in deliberation of issues and offer a sound management structure to ensure directors are carrying out their responsibilities appropriately.
To expedite decision making in business operations and strengthen the functions of each division, the Board of Directors appoints 32 full-time executive officers who, like directors, serve one-year terms.
Establishment of Management Meeting
To discuss and decide on important management policies and issues, the Management Meeting, composed of five directors and three executive officer and chaired by the Representative Director, is convened as needed (41 times during FY 2019).
Audit Committee and Corporate Auditors
The Audit Committee consists of five corporate auditors (all independent officers including three outside auditors), with outside auditors possessing expertise as lawyers, or possessing extensive knowledge and experience as former employees of administrative organs and financial institution, to audit for compliance in management practices. Each auditor participates in Board of Directors meetings and other important meetings and checks over important decision-making documents related to the area for which he or she is responsible in order to understand the process of decision making on important issues and monitor business operations. Additionally, each auditor also conducts investigations into relevant business operations and, if deemed necessary, receives business reports from subsidiaries and audits the execution of directors’ duties, reporting results to the directors. Dedicated staff members are also assigned to the Auditor’s Office to support these operations.
In FYE March 2020, our financial audit was carried out by two certified public accountants, Tomohiro Narita and Hiroto Inoue, who are both members of Ernst & Young ShinNihon LLC. We also have seven other certified public accountants and 20 other staff involved in financial auditing.
Appointments and Compensations Committee
As an advisory body to the Board of Directors regarding the selection and compensation of directors, auditors and executive officers, the Appointments and Compensations Committee is composed mainly of independent outside directors to ensure the autonomy, objectivity and accountability functions of the Board of Directors regarding the appointment and compensation of company directors.
As an advisory body to the Board of Directors on general issues of corporate governance, the Governance Committee is composed mainly of outside directors and outside auditors. This committee works to ensure sustained improvements in thorough corporate governance practices, as well as corporate value.