Knowing the importance of strengthening corporate governance to maximize corporate value, CIJ conducts its activities by minding to “ensure transparent and sound business management”, “make speedy decisions and materialize projects”, and “enforce compliance”.

Corporate Governance Structure

Our company’s corporate governance structure for organizations and the like involved in managerial decision making, business execution, monitoring, and supervision is as shown in the figure below. Furthermore, CIJ is a company with a Board of Auditors because having an audit system by external auditors is something we see as effective for monitoring business management.

◆ Board of Directors

The Board of Directors, in addition to making decisions regarding matters stipulated in laws and regulations or the company statute, also decides on matters both basic and important from the viewpoint of business execution, as well as supervises business execution by directors and the Board of Executive Officers. In addition to holding a regular monthly meeting, the Board of Directors holds special sessions when necessary. A candidate for Director is subject to deliberation in the Nomination and Compensation Committee based on a consultation from the Board of Directors, and confirmed if recommended by the Board of Directors.

◆ Board of Executive Officers

The Board of Executive Officers authorizes important matters from the viewpoint of business execution and reports business execution statuses to the Board of Directors. Furthermore, it holds consultations and submits reports regarding authorization of important matters and matters based on consultations from the Board of Directors. In addition to holding a regular monthly meeting, the Board of Executive Officers holds special sessions when necessary.

◆ Auditor and Board of Auditors

Auditors monitor and supervise the job execution status of Directors, hold consultations and make decisions in meetings of the Board of Auditors, and submit reports to the Board of Directors when necessary. In addition to holding a regular monthly meeting, the Board of Auditors holds special sessions when necessary.

◆ Nomination and Compensation Committee

To increase the independence and objectivity of the Board of Directors in the appointment of a Director and the like and decision on his/her compensation, and to further strengthen accountability and corporate governance, CIJ has established in September 2019, the Nomination and Compensation Committee as a voluntary advisory body of the Board of Directors. The Nomination and Compensation Committee holds consultations based on consultations from the Board of Directors about matters regarding selection and dismissal of Executive Officers, selection and dismissal of the Representative Director, planning and nurturing of successors, compensation to Directors, Executive Officers, etc., and other important matters from the viewpoint of business management which the Board of Directors deems necessary, and submits reports to the Board of Directors. The Nomination and Compensation Committee must be comprised of three of more members who are CIJ Directors, and the majority must be independent, external directors. The Chair of the Nomination and Compensation Committee is chosen by resolution from among the independent external directors that are members of the Committee.

◆ Internal Control Committee

CIJ has established the Internal Control Committee as an internal body that extracts issues in internal control on a company-wide level, such as compliance, financial reporting and risk management to formulate solutions. The Internal Control Committee reviews inner rules and the like concerning internal control such as the basic policy of the internal control system, and brings up and reports to the Board of Directors matters deemed necessary from the viewpoint of internal control. In addition to holding a regular quarterly meeting, the Internal Control Committee holds special sessions when necessary.

◆ Internal Audit Department

The internal audit is conducted by the Legal Affair & Internal Audit Dept. Regarding accounting audits, CIJ is audited by KPMG Japan with whom the company has an audit agreement. There is no vested interest between CIJ and the relevant corporate auditor.