itNomnation/CompensationCommitteei Independent AudAudReportSuperviseitorWe have adopted an audit and supervisory committee system to further enhance corporate governance by strengthening the supervisory function of the Board of Directors, as well as to improve management efficiency and enable prompt decision-making. Under the Companies Act of Japan, the Audit and Supervisory Committee is required to be composed of at least three directors and a majority of whom must be outside directors, and all five members of the Audit and Supervisory Committee are outside directors.Independent Audit and Supervisory Committee members have voting rights at Board of Directors meetings, and the Audit and Supervisory Committee further enhances the management oversight function by proactively utilizing the internal control system to conduct audits. Furthermore, the Audit and Supervisory Committee strengthens and enhances the management oversight function by having an environment that allows the Committee members to voluntarily attend various meetings, including Executive Committee meetings, and by conducting inspection of the minutes of such meetings.2021202220232024Simplex Holdings, Inc. established through a share transfer to transition to a holding company structureTransitioned from a company with an audit & supervisory board to a company with an audit and supervisory committeeNomination/Compensation Committee established as a voluntary advisory body to the Board of Directors2016Discloses skills matrix of directorsAppoints female directorsIssues Integrated Report Organizational structureDirectorsTerms of office of directorsDirectors serving as Audit and Supervisory Committee members49Elect,DismissBoard of DirectorsConsult(excluding audit committee RespondBusiness executionRepresentative Director, consolidated subsidiariesCompany with an audit and supervisory Committee9 (including 5 outside directors)1 year for directors not serving as Audit and Supervisory Committee members2 years for directors serving as Audit and Supervisory Committee members5 (consisting entirely of outside directors)Appoint, DismissDirectors members)Elect,DismissPresident and CEOConsult, RespondInstruct, ReportSimplex Holdings, Audit and Supervisory Committee Directors (Audit and Supervisory Committee Members)AuditExecutive CommitteeInternal Audit OfficeInternal auditVoluntary committeeNomination/Compensation CommitteeIncentives provided to directorsNot providedIndependent auditorGrant Thornton Taiyo LLCCorporate Governance ReportAvailable on our websitehttps://www.simplex.holdings/en/sustainability/governance/Appoint, DismissAppoint, DismissCooperateCooperateCooperateAccounting auditTransition and Strengthening of Corporate Governance StructureCorporate Governance StructureStatus of Corporate Governance Structure (as of June 30, 2024)Corporate Governance Organizational ChartGeneral Meeting of ShareholdersCorporate Governance
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