Overview of the Corporate Governance Structure
GS Yuasa Corporation has adopted the structure of a Company with a Board of Corporate Auditors. GS Yuasa Group has a corporate governance structure in place that combines this with internal auditing and other systems that are appropriate for the Group's structure. Functions are divided between GS Yuasa Corporation, a pure holding company, and core operating subsidiary GS Yuasa International Ltd. GS Yuasa International plays a central role in the Group as the main decision-making organization for business execution to improve maneuverability, while GS Yuasa Corporation formulates management strategy, and performs oversight and supervision to strengthen and enhance the management structure and improve management efficiency and transparency. An overview is provided below.
The Board of Directors of GS Yuasa Corporation is composed of seven directors, including two outside directors who are independent of management. In principle, the board meets once a month. The board also meets additionally as needed, or resolves matters and reports on them in writing. The Company appoints more than one outside director so that they can fully exercise their monitoring function in the Board of Directors' meetings. The Board of Directors secretariat, secretarial office and other staff provide support for outside directors. In addition, outside directors receive a prior briefing on important matters from the relevant department as required. To further clarify directors' management responsibilities and increase opportunities for shareholders to confirm their confidence in directors, the term of office of directors is one year.
All decisions on medium- to long-term strategy of the GS Yuasa Group are made by the Board of Directors. Based on these decisions, individual companies and departments centered on GS Yuasa International set priorities and implement measures to improve the speed and efficiency of the Group's decision-making. The Group Risk Management Committee also meets twice a year to manage and promote various risk management operations related to group management and share required information.
The Board of Corporate Auditors is composed of four auditors, three of whom are outside corporate auditors who are independent of management. In principle, the board meets once a month. Auditors also attend meetings of the Board of Directors and Group Risk Management Committee, as well as other important meetings, where they voice their opinions and suggestions. Auditors share audit policies and duties, and appropriately audit the Group by interviewing directors and employees about the state of business execution, inspecting important approval and resolution-related documents, auditing the state of assets, and receiving reports from directors at important meetings and from employees on the general state of business operations, status of risk management and other matters to exercise their management monitoring function. Auditors also work closely with accounting auditors and internal audit department to augment their respective control functions
As a result of these initiatives, GS Yuasa Corporation believes its corporate governance is fully functional and therefore intends to maintain the current structure.