Corporate Governance
Basic Views
Contributing to society through stable energy supply and addressing social issues toward realizing the sustainable development goals is the corporate vision of JAPEX.
In order to achieve the corporate vision and to maximize our corporate value in a medium-and long-term perspective, the efficient and transparent corporate management and the building of mutual trust relationships with our stakeholders including shareholders through ensuring our accountability are required, and corporate governance is one of our important challenges as our foundation.
We will enhance our corporate governance by respecting the purpose and spirit of Japan's Corporate Governance Code.
Corporate Governance Report (Last Update: September 5, 2024, 566KB)
Outline of Corporate Governance
| Organizational Structure | Company with Audit & Supervisory Board |
| Executive Officer System | Yes |
| Number of Directors provided for under Articles of Incorporation | 18 |
| Number of Directors | 11 (including 5 Outside Directors) |
| Chairman of Board of Directors | Chairman |
| Number of Audit & Supervisory Board Members provided for under the Articles of Incorporation | 4 |
| Number of Audit and Supervisory Board Members | 4 （including 2 Outside Audit & Supervisory Board Members） |
Corporate Governance System
Board of Directors and Executive Committee
The Board of Directors is regularly held once a month, and discusses and make decision concerning important business execution, the detail of which is provided by the decision-making standard of the Board of Directors, including launching new business, management strategy such as a basic plan of marketing and sales, and decision, revision, or repeal of the Mid-term Business Plan, as well as the exclusive prerogatives of the Board of Directors.
From the standpoint of accelerating the speed of decision-making, we hold the Executive Committee composed of the directors and other executives of JAPEX, to make decisions on the matters not involved by the decision-making standard of the Board of Directors and to make a discussion to assist the decision-making in the Board of Directors. The Executive Committee is held basically two times in each month, and extraordinary meeting is also held as needed.
Furthermore, the Nomination and Compensation Committee has been established under the Board of Directors, with a view toward strengthening the supervisory function of the Board of Directors, by further ensuring the fairness, transparency, and objectivity of the procedures.
Audit & Supervisory Board and Audit & Supervisory Board Members
All Audit & Supervisory Board Members attend the Board of Directors and the Outside Officer Liaison Meeting, and Audit & Supervisory Board Members attend the Executive Committee and other important management meetings to perform the function of management supervision by exchanging opinions as necessary with Directors and Executive Officers responsible for business execution.
Internal Audits
Internal audits of JAPEX are conducted by Auditing Dept. under the direct management of the President. The Auditing Dept. has three members in charge of internal auditing which audits the systems and execution of management activities and has four members in charge of internal control evaluation which independently evaluates internal control over financial reporting.
The internal audits and internal control evaluation are conducted respectively following the annual plans in order and results are reported to the President on all such occasions while guidance and advice are given to the relevant departments where necessary. The results are reported to the Board of Directors and the Audit & Supervisory Board twice a year.
Accounting Auditor
The accounting auditor who conducts the audit of the financial statements and the internal control practices in the 53rd fiscal year has been Ernst & Young Shin Nihon LLC, and the certified public accountants who conducted the audit were as follows:
- Name: YUKAWA Yoshio, YAMAZAKI Kazuhiko, YOSHIDA Takeshi
- Breakdown of assistants to the audit: 7 certified public accountants and 22 other assistants
Internal Committees
JAPEX has the risk management system with various internal committees. Risks in general management and each projects are evaluated and managed by the Management Risk Committee with a cross-sectional perspective, and deliberated by the expert committees to mitigate each risks.
For example, the Investment Evaluation Committee verifies risks and validity of important investments. The Risk Management Committee monitors the progress and formulates its countermeasures for the issues of each project which the investment decision was made.
The Sustainability Committee deliberates on matters related to the long-term vision, medium-term business plan, and ESG (Environmental, Social, and Governance) management including company-wide climate change measures, in order to make a sustainable growth over the medium to long term. In case to deliberate the risks of each business or project at the Sustainability Committee, the conclusions of deliberation in the Investment Evaluation Committee and the Risk Management Committee are appropriately adopted and referred. Other important matters related to information security and occupational health and safety are discussed by the Information Security Committee and the HSSE Committee.
The results of deliberation and verification in the internal committees are reported to the Executive Committee and the Board of Directors as necessary for the deliberation of related matters.
Outline of the Limited Liability Agreement
JAPEX amended the articles of incorporation at the General Meeting of Shareholders as of June 2015, enacted the new article related to the limited liability agreement with Outside Directors and Outside Audit & Supervisory Board Members, and each Outside Directors and Outside Audit & Supervisory Board Members executed the agreement based on the above article. The outline of the limited liability agreement is as follows:
- The limited liability agreement with Outside Directors: In the case where Outside Director(s) is(are) liable for damages which have arisen to JAPEX, under Paragraph 1, Article 423 of the Companies Act, given his/her performance of duties are made faithfully and without any gross negligence, he/she should be liable for damages to JAPEX within the limit of minimum amount as stipulated in each item of Paragraph 1, Article 425 of the Companies Act and should be exempted from any liabilities beyond the minimum amount by JAPEX.
- The limited liability agreement with Outside Audit & Supervisory Board Members: In the case where Outside Audit & Supervisory Board Member(s) is(are) liable for damages which have arisen to JAPEX under Paragraph 1, Article 423 of the Companies Act, given his/her performance of duties are made faithfully and without any gross negligence, he/she should be liable for damages to JAPEX within the limit of minimum amount as stipulated in each item of Paragraph 1, Article 425 of the Companies Act and should be exempted from any liabilities beyond the minimum amount by JAPEX.
Corporate Governance System
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