Corporate Governance
Basic Approach to Corporate Governance
Based on the METAWATER Group’s corporate philosophy, we strive to be a corporate Group that fulfills the expectations of all stakeholders, earns the trust of society, and continues to contribute to society by meeting the expectations of its employees, customers and other business partners, local communities, shareholders, investors, and other stakeholders in order to achieve sustainable development together with society.
To this end, we have been working to enhance corporate governance as follows.
- In addition to the establishment of a Board of Directors and a Board of Corporate Auditors, the appointment of independent officers will enhance our supervisory framework for the execution of business and ensure highly transparent and reliable corporate management.
- METAWATER strives to promote compliance and enhance internal control functions, and to construct a framework to attain sustainable improvements in corporate value.
- We also disclose information fairly, impartially, and in a timely and appropriate manner, and actively communicate with our stakeholders.
“Report on Corporate Governance” (Japanese)
The METAWATER Group has formulated and published its “Basic Policy on Corporate Governance” (hereinafter referred to as “CG Basic Policy”) based on the principles of the “Corporate Governance Code” (hereinafter referred to as “CG Code”) established by the Tokyo Stock Exchange.
“CG Basic Policy” (revised November 2021) (Japanese)
Efforts to Improve Corporate Governance
1. Executive structure
METAWATER has established standards for the independence of external officers in its CG Basic Policy. Three outside directors meeting these standards, and two outside auditors have been designated as independent officers, and the Tokyo Stock Exchange has been notified.
2. Compliance with Corporate Governance Code
METAWATER was listed on the First Section of the Tokyo Stock Exchange in December 2014, and implemented the initiatives described in the table on the right in accordance with the CG Code established on June 1 in the following year 2015. The METAWATER Group will continue its efforts to improve corporate governance.
| May 2015 | Established "Basic Policy on Corporate Governance". |
|---|---|
| May 2018 | Established Nomination and Remuneration Advisory Committee. |
| April 2022 | Announcement on establishment of "Basic Policy on Sustainability" (206 kB) |
Corporate Governance
METAWATER has selected a company with Board of Corporate Auditors for its organizational design under the Companies Act. The Board of Directors makes important management decisions and supervises the execution of business operations, and the status of the performance of duties by directors is audited by auditors that are independent of the Board of Directors, and by the Board of Corporate Auditors. In addition, we have established a Nomination and Remuneration Advisory Committee under the Board of Directors for the purpose of enhancing the independence, objectivity and accountability of the functions of the Board of Directors in relation to the nomination of candidates for directors and corporate auditors, and the determination of remuneration for directors and executive officers. METAWATER has also introduced an executive officer system to expedite management decision-making, strengthen oversight of business execution, and clarify responsibility. A Sustainability Committee has also been established to serve as an organization to promote initiatives aimed at realizing a sustainable environment and society, and enhancing corporate value. The positioning and roles of each organization are as follows.
Director
The Board of Directors meets on a regular basis once a month, and as necessary to supervise management and make decisions. The Board of Directors consists of seven members, including three outside directors. In principle, three corporate auditors attend meetings of the Board of Directors and express their opinions as necessary to monitor the performance of duties by representative directors and other directors.
Board of Corporate Auditors
The Board of Corporate Auditors meets on a regular basis once a month and to conduct management audits. The Board of Corporate Auditors consists of three members, including two outside auditors. Corporate auditors are appointed from among those with expertise of and experience in METAWATER's business, legal, and financial affairs. The Board of Corporate Auditors sets auditing policy, the division of duties among each corporate auditor, specific implementation items, and schedules, and audits the performance of duties by directors.
Nomination and Remuneration Advisory Committee
The Nomination and Remuneration Advisory Committee, which serves as both the Nomination Committee and Remuneration Committee, has been established as a voluntary advisory body under the Board of Directors. This committee meets as necessary to discuss matters such as the appointment or dismissal of directors, corporate auditors, and executive officers, as well as the remuneration of directors and executive officers, and gives advice and recommendations to the Board of Directors in response to their inquiries. This committee consists of six members, including the President and Representative Director, three independent outside directors, and two independent outside auditors, and is chaired by an outside director.
Executive Officers
METAWATER has introduced an executive officer system to expedite management decision-making, strengthen oversight of business execution, and clarify responsibility. Fifteen executive officers, including four executive directors, are appointed. Each officer serves for a term of one year, and is appointed, reappointed, or dismissed by the Board of Directors.
Management conferences
Management conferences are attended by the fifteen executive officers, and are held in principle twice a month. During management conferences, executive officers deliberate and report on important management matters stipulated in the METAWATER Group's Regulations for Official Authority. Full-time corporate auditors attend management conferences and express their opinions as necessary to monitor the performance of duties by the President and CEO, and other executive officers.
Sustainability
The Sustainability Committee meets twice a year to study and promote METAWATER's sustainability initiatives in response to environmental and social issues as well as changes in the company's business, and has six dedicated subcommittees. The Sustainability Committee consists of fourteen members, including the chairperson and thirteen other members. The activities of the Sustainability Committee are reported at management conferences and to the Board of Directors as appropriate.