JDI > Investor Relations > Corporate Governance

Corporate Governance

Corporate governance, an important priority for JDI’s management, is necessary for ensuring that management of the company is efficient and sound.

JDI's business execution system consisting of a Board of Directors, including outside directors, and Executive Officers appointed by the Board of Directors ensures swift decision-making and the transparency of corporate business activities. This system also strengthens the supervision of the Board of Directors and Executive Officers as they conduct business operations and supports continuous enhancement of corporate value.

Corporate Governance Policies (October. 14, 2015)PDF248KB)

Corporate Governance System

(Current as of July 1,2016)

JDI has a Board of Directors consisting of directors elected at the General Meeting of Shareholders and Executive Officers who execute business functions in areas for which they are responsible. A Management Committee has been established to serve as an advisory council to the Chairman and CEO.

JDI also has a Board of Corporate Auditors.

Corporate Governance System

Diagram: Corporate Governance System

Board of Directors

As of July 1, 2016 JDI's Board of Directors has six directors (including four outside directors). The Board of Directors meets once per month, and whenever necessary on an emergency basis, to decide items defined by laws and regulations and important issues concerning the management of the company, as well as oversee conditions involving the execution of duties by Directors and Executive Officers.

Executive Officers

JDI has Executive Officers who are selected by the Board of Directors. Executive Officers make decisions about business matters in the areas for which they have responsibility and are responsible to the Board of Directors concerning the execution of their business functions. As of July 1, 2016 JDI has 15 Executive Officers.

Management Committee

The Management Committee, consisting of the Executive Officers and the Chairman and CEO of JDI as chair, meets once per week. The Management Committee is an advisory council to ensure that the Chairman and CEO prudently decides on fundamental managerial matters as well as other important matters through discussion from diverse viewpoints.

Finance Committee

The Finance Committee consists of four members selected by the President. In general the Finance Committee meets once per month to discuss and make decisions on behalf of JDI and its subsidiaries about certain amounts of capital investment, other investments, borrowings and other financial matters.

Human Resource Development and Reward Committee

The Human Resource Development and Compensation Committee consists of four members selected by the Representative Directors. In general the Human Resource Development and Reward Committee meets once every six months to discuss and make decisions about senior management appointments, their performance, compensation and other matters.

Board of Corporate Auditors

As of July 1, 2016 the Board of Corporate Auditors has four auditors (including two outside auditors). The Board of Corporate Auditors meets once per month to discuss important audit-related matters. Full-time Corporate Auditors attend meetings of the Management Committee and other important meetings to monitor corporate governance and management conditions pertaining to governance and conduct audits of daily company activities including business tasks executed by Directors and the Executive Officers. Also, all auditors attend meetings of the Board of Directors, monitor decisions and other action taken by the company and whenever necessary may express their views or take other steps to ensure the transparency and fairness of the management of the company.

Internal Audit Office

The Internal Audit Department reports the results of internal audits to JDI's Representative Directors (the CEO and COO) and assures the effectiveness of audits through such methods as regular meetings of Full-time Company Auditors with Outside Auditors to share and assess audit information.

Internal Control System

Following the integration of three predecessor companies construction was begun on an Internal Control System to assure healthy and efficient organizational management. The development of the basic policy concerning the maintenance and operations of JDI's Internal Control System ("Internal Control System Basic Policy") was completed in June 2012. Systems were established in accordance with this basic policy to ensure the accomplishment of four goals: business effectiveness and efficiency, credible financial reporting, business compliance and capital asset preservation.

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