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Corporate Governance

Under the Meiji Group's System of Principles, we are working to ensure highly transparent management for our shareholders and all other stakeholders through prompt and effective decision making and the timely and appropriate disclosure of corporate information to realize ongoing growth in the Group's corporate value.

Organizational Structure and Operational Status

Meiji Holdings Co., Ltd. controls two operating companies that carry out business operations (see the organizational structure below). We have realized effective corporate governance through the establishment of an executive officer system, which clarifies the responsibilities of management and those related to business execution, and makes sure that both are fully functioning.

The Board of Directors is comprised of eight members, including two outside directors. Meetings of the Board of Directors are held on a monthly basis, in principle. Based on the Rules of the Board of Directors, the board makes decisions on the Group's management policy and strategy, and is responsible for providing guidance and supervision with regard to the Group companies' important decisions. To further strengthen corporate governance, outside directors serve on the board, and the term of service for board members is limited to one year.

The Executive Committee, an advisory body to the president comprised of internal directors and executive officers, convenes twice monthly in principle to deliberate important issues concerning the execution of business operations.

The Board of Corporate Auditors is comprised of four members, including two outside auditors. With the aim of ensuring fair and objective audits, corporate auditors attend important meetings, including meetings of the Board of Directors, and hold liaison meetings with the internal auditing department (the Audit Department) on a monthly basis, in principle, to share information and establish a close relationship with that department.

Moreover, the full-time staff of the Audit Department conduct internal audits. Auditing of the Company’s accounting statements was assigned to Ernst & Young ShinNihon LLC for the consolidated fiscal year ended March 31, 2011.

The Nomination Committee, which recommends directors and executive officers as candidates for the Board of Directors, and the Compensation Committee, which conducts performance evaluations and examines remuneration amounts of directors and executive officers, are each comprised of four committee members, of which two are outside directors and two are internal directors.

Corporate Governance System

Organizational Structure and Operational Status

Remuneration amounts for the Company’s directors are maintained within the total budget determined by resolution of the General Meeting of Shareholders and decided based on the Company’s business results and evaluations of individual performance, taking into consideration the peer compensation levels at other companies, as shown by external survey data. Remuneration amounts are presented to the Compensation Committee and are subject to approval by the Board of Directors.

Remuneration amounts for the Company’s corporate auditors are maintained within the total budget determined by resolution of the General Meeting of Shareholders and decided based on mutual consultation with the corporate auditors.

•Total Remuneration by Position, Total Remuneration by Category, and the Number of
  Directors and Corporate Auditors for FY2010

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