Management Policy

Corporate Governance

Basic Policy for Corporate Governance

Optorun regards the strengthening of corporate governance as vital for the consistent growth of corporate value in order to earn the trust and meet the expectations of shareholders, customers, employees and all other stakeholders. The basic policy is to accomplish this goal while maintaining the soundness and transparency of management, facilitating quick decision-making to adapt to changes in the business climate, and clearly defining responsibilities.

The Corporate Governance Framework

As a company using the corporate auditor system, Optorun has a corporate governance framework that is centered on the Board of Directors and the Board of Auditors. Furthermore, due to the use of the executive officer system, the directors delegate authority to operate business operations to the executive officers. Two executive officers are also directors and three executive officers have no other duties.

(1) Board of Directors

There are seven directors, including four external directors. The Board of Directors meets once each month and at other times as needed. The directors hold discussions and reach decisions about management plans and other important subjects.
The three corporate auditors attend meetings of the Board of Directors in order to provide a consistent system of checks regarding important decisions.

(2) Board of Auditors

There are three corporate auditors, including two external auditors. The Board of Auditors discusses and determines auditing policies and auditing plans. As a rule, the Board of Auditors meets once each month. This system provides for an auditing function for the directors and Board of Directors that is based on items prescribed in the Board of Auditors rules.

(3) Executive Committee

The members of the Executive Committee are the directors with executive duties at Optorun and the executive officers. As a rule, this committee meets twice each month.
The full-time corporate auditor attends Executive Committee meetings as an observer. Committee activities include reports about resolutions at the Board of Directors and discussions, resolutions and reports about important matters involving management.

(4) Other corporate governance units

In addition, Optorun has a Compliance Committee and a Risk Management Committee to support the effective functioning of the corporate governance framework. The Compliance Committee meets once every three months. The committee is chaired by the President and Representative Director of Optorun and the other members are individuals selected by the President who have expertise concerning legal matters and have a strong commitment to corporate ethics. This committee is responsible for ensuring that all employees are well aware of the importance of complying with laws and regulations. Furthermore, when a law or regulation has been violated, the Compliance Committee performs an investigation to determine the cause, determines preventive measures and takes other actions as needed. These activities increase the effectiveness of compliance programs.
The Risk Management Committee meets once every three months. The committee is chaired by the President of Optorun and the other members are the executive officers and general managers of head office departments. This committee is responsible for reviewing risk countermeasures, identifying new risk factors and, when a problem occurs, responding with speed and accuracy to minimize damage and losses and determining preventive measures. These activities increase the effectiveness of risk management programs.