Basic approach to corporate governance

Matsuda Sangyo has built a management system aimed at responding swiftly to changes in the management environment, and to realize fair and highly reliable management. We also put effort into complying with the laws, social norms, and ethics, and work to enhance our compliance system by providing timely education and training to all officers and employees, and take proactive steps to disclose information in order to enhance management transparency. In these ways, we strive to strengthen corporate management.

Corporate governance system

Matsuda Sangyo recognizes the importance of ensuring transparency and fairness in our decision-making. Based on this, we are strengthening our management oversight function from an independent and neutral position by adopting a company format with an Audit and Supervisory Committee and appointing four independent outside directors as members of this Committee. We have also introduced an executive officer system to strengthen both our management and business execution functions, with a view to building a system that can respond swiftly and appropriately to changes in the market environment.

 

Board of Directors

Matsuda Sangyo’s Board of Director is made up of 11 members, comprising seven internal directors and four independent outside directors. The independent outside directors make up more than one-third of the members of the Board. 

The Board of Directors convenes a regular meeting once a month in principle, as well as extraordinary meetings where necessary. It deliberates and decides on important management matters including legal matters, and supervises the work execution status by each executive officer.

 

Audit and Supervisory Committee

Matsuda Sangyo's Audit and Supervisory Committee comprises four members (one full-time member, three part-time members), all of whom are independent outside directors. They supervise and conduct audits on the execution of duties by the directors, as well as the status of construction and operation of the internal control system, including compliance and risk management. We are also strengthening cooperation by facilitating the exchange of information between the Internal Audit Dept., which is an internal audit section, and the accounting auditors as necessary, and strengthening our audit and supervisory functions.

 

Sustainability Committee (newly established in May 2022)

The Sustainability Committee was established in May 2022 to advance initiatives related to sustainability issues, including climate change, under the supervision of the Board of Directors, with the aim of striking a balance between realizing a sustainable environment, society, and economy, and enhancing our corporate value. 

 

Total Risk Management (TRM) Committee

Matsuda Sangyo has established a TRM Committee to manage risks based on hypothetical scenarios of wide-ranging risks, including compliance, environment, disaster, quality, information security, credit management, commodity market prices, and foreign exchange control.

Organizational Chart (as of June 28, 2022)