Corporate governance
Basic approach
Our basic approach is to focus on corporate governance as a key management issue as we conduct our business activities under our Management Philosophy to keep winning the trust of our shareholders and other stakeholders, build frameworks for making swift, decisive, and risk-conscious decisions, achieve sustained growth, and improve our corporate value over the medium and long term.
Our policies on corporate governance have been established and disclosed in our Corporate Governance Guidelines.
Corporate Governance Report
For more information on our corporate governance, please refer to our Corporate Governance Report filed with the Tokyo Stock Exchange.
Corporate Governance System
Board of Directors
The Board of Directors is composed of 12 persons including 5 Directors who are members of the Audit and Supervisory Committee.
The Board of Directors makes decisions on matters of importance for the management of the company, including corporate strategies, corporate planning, and other basic management policies, and supervises the execution of duties by each director. To improve the effectiveness of the Board of Directors' supervision of the overall management of the Group, updates are given on the status of business execution of the company and its subsidiaries, the operational status of compliance, internal controls, and risk management, and other important matters.
Managing executive officer system
Through appropriate delegation of business execution, our managing executive officer system allows the Board of Directors to focus on decision-making and supervision of material corporate matters.
Executive officer system
Our executive officer system has been adopted to achieve more efficient management and strengthen business execution.
Audit & Supervisory Committee
The Audit and Supervisory Committee is composed of 5 Directors who are members of the Audit and Supervisory Committee (out of whom 4 are external directors who are members of the Audit and Supervisory Committee), and is structured to strengthen the supervisory function of the Board of Directors.
Risk Management Committee
To prevent and respond to risks associated with our business activities, we have established a Risk Management Committee consisting of members selected from our company and affiliates and which holds regular meetings several times a year.
Compliance Committee
Our Compliance Committee, with our Compliance Promotion Department as its secretariat, holds regular study sessions led by Compliance Action Committee members from various departments to maintain and improve compliance awareness.
Sustainability Committee
The Riken Vitamin Group has established the Sustainability Committee, chaired by the president and representative director, to address sustainability issues. The Sustainability Committee has established subcommittees for key themes, which include reducing GHG emissions and promoting diversity and inclusion, and reports to the Board of Directors in a timely manner.
Skills matrix
Skills matrix
| Name | Responsibility at Riken Vitamin | Skills | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Corporate Management | Global Affairs | Legal Affairs, Risk Management |
Finance, Accounting | Human Resources, General Affairs |
Sustainability, ESG | Sales, Marketing | Development | Production, Procurement |
Quality Assurance | Expertise | ||
| Kazuhiko Yamaki |
Chairman and Director | ● | ● | ● | ● | ● | ● | |||||
| Tsutomu Mochizuki |
President & Representative Director | ● | ● | ● | ● | ● | ||||||
| Takahisa Nakano |
Senior Managing Director & Representative Director | ● | ● | ● | ● | ● | ● | ● | Doctor of Agriculture | |||
| Nobuo Dotsu |
Senior Managing Director & Representative Director | ● | ● | ● | ● | ● | ● | |||||
| Takahiro Tomitori |
Managing Director | ● | ● | ● | ||||||||
| Masaaki Nakano |
Director | ● | ● | ● | ||||||||
| Shinichi Hirano |
Outside Director | ● | ● | ● | ● | |||||||
| Takehiko Makinodan |
Director, Full-time Audit and Supervisory Committee Member | ● | ● | ● | ||||||||
| Satoshi Fujinaga |
Outside Director, Full-time Audit and Supervisory Committee Member | ● | ● | ● | ● | Pharmacist | ||||||
| Towa Sueyoshi |
Outside Director, Audit and Supervisory Committee Member | ● | Attorney-at-Law | |||||||||
| Wataru Sueyoshi |
Outside Director, Audit and Supervisory Committee Member | ● | Attorney-at-Law | |||||||||
| Ayumi Ujihara |
Outside Director, Audit and Supervisory Committee Member | ● | ● | ● | ● | CPA | ||||||
| Shinichi Koyama |
Managing Executive Officer | ● | ● | ● | ||||||||
| Takumi Aoki |
Managing Executive Officer | ● | ● | |||||||||
| Takeo Yotsuzuka |
Managing Executive Officer | ● | ● | ● | ● | |||||||
Relationship between Material Issues and Director Skills
| Director Skills | Material issues | Skill Definitions | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Technology-Based Value Creation |
Contributing to the Global Environment | Well-Being for People and Society |
|||||||
| Create value through research and development | Provide safe and reliable products | Contribute to health and a rich dietary life | Address climate change | Contribute to the transition to a circular economy | Build a resilient supply chain | Promote diversity and inclusion | Provide a safe and healthy working environment | ||
| Corporate Management | ● | ● | ● | ● | ● | ● | ● | ● | Experience as representative at the Company, its subsidiaries, or other company |
| Global Affairs | ● | ● | ● | Experience as representative or auditor of an overseas company of the Company’s subsidiary, or experience as general manager or managing officer of an overseas-related department | |||||
| Legal Affairs, Risk Management |
● | ● | ● | ● | Expertise in legal affairs as an attorney or in a related profession, or experience as general manager, audit and supervisory committee member, or managing officer of a related department | ||||
| Finance, Accounting | ● | ● | ● | Expertise in financial and accounting affairs as a tax accountant or certified public accountant, or experience as general manager or managing officer of an accounting-related department | |||||
| Human Resources, General Affairs |
● | ● | ● | Experience as a person of authority in personnel affairs or facility management, or as general manager or managing officer at a personnel- or general affairs-related department, at the Company or other company | |||||
| Sustainability, ESG | ● | ● | ● | ● | ● | Participation in an in-house committee related to the promotion of sustainable management, or experience as general manager or managing officer of a related department | |||
| Sales, Marketing | ● | ● | ● | Experience as general manager or managing officer of a department related to production, procurement, sales, development, or quality management | |||||
| Development | ● | ● | ● | ● | ● | ||||
| Production, Procurement | ● | ● | ● | ● | ● | ● | |||
| Quality Assurance | ● | ● | ● | ● | |||||