The Mori Building group is committed to ensuring management transparency and strengthening its management system in order to ensure healthy and efficient management of the group. In particular, we consider our corporate governance to be one of the most important systems, and we are constantly seeking to create the most appropriate framework for the group.
Corporate Governance System
Mori Building is a company with a Board of Directors as well as a Board of Corporate Auditors, and our corporate governance system is as follows. The company has also introduced an executive officer system to further enhance management health and efficiency by strengthening the management and supervisory functions, and differentiating these from the executive functions.
Corporate Governance System Chart (as of July 1, 2022)
Board of Directors
The Board of Directors meets regularly once a month, and also meets on an ad hoc basis as necessary, to make decisions on important business and legal matters, and to supervise the execution of business operations. Internal Auditors attend Board of Directors meetings and offer their opinions as necessary. Mori Building has no outside directors.
Board of Corporate Auditors
Mori Building is a company with a Board of Corporate Auditors. Two of the three members of the Board of Corporate Auditors are outside auditors, and the Board works to ensure transparency and objectivity in management.
Internal Audit Office
The Internal Audit Office, which reports directly to the President and CEO, audits the internal control system and works to further enhance the system.
Mori Building has established the Sustainability Committee to ensure the sustainable, medium- to long-term promotion of Mori Building's sustainability initiatives. The Committee establishes the company's policies, targets, and plans, and supervises and monitors the implementation and progress of them across the entire company. In addition, the Environmental Promotion Committee and the Committee on Human Rights and Social Issues are subcommittees of the Sustainability Committee, which promote, manage, and monitor environmental (E) and social (S) issues discussed and approved by the Sustainability Committee, and report progress to the Sustainability Committee.
Mori Building has established the Compliance Manual, which sets forth basic policies, regulations, and codes of conduct, and has established the Compliance Committee to enhance and strengthen the compliance system.
Risk Management Committee
Mori Building has established the Risk Management Committee to deliberate and approve issues and measures related to company-wide risk management. The Risk Management Committee is responsible for developing a risk management system, assessing risks and approving response policies, and monitoring the status of controls over risks. Through these efforts, the Committee works to identify and appropriately manage the various risks surrounding the company's business and ensure the continuous and stable development of its business.
Gender Diversity on the Board of Directors
The Board of Directors of Mori Building is composed of directors who are well versed in corporate management based on their overall knowledge, experience, and abilities, regardless of gender. It will continue to strive for an optimal balance of knowledge, experience, and abilities as a whole and diversity on the Board of Directors from the perspective of increasing corporate value over the medium- to long-term.
Internal Control System
For more information on the internal control system, please refer to the Annual Securities Report (Japanese only).
Status of Attendance at Meetings of the Board of Directors and the Board of Corporate Auditors (FY2021)
|Name||Title||Board of Directors Attendance||Board of Corporate Auditors Attendance|
|Tsuji, Shingo||President and CEO||10/10 times (100%)||―|
|Mori, Yoshiko||Director||10/10 times (100%)||―|
|Mori, Hiroo||Director, Executive Vice President||10/10 times (100%)||―|
|Kitabayashi, Mikio||Director, Executive Vice President||10/10 times (100%)||―|
|Ogasawara, Masahiko||Director, Senior Executive Managing Officer||10/10 times (100%)||―|
|Kitagawa, Kiyoshi||Director, Senior Executive Managing Officer||10/10 times (100%)||―|
|Kuwahara, Keizo||Director, Senior Executive Managing Officer||10/10 times (100%)||―|
|Oba, Hideto||Director, Executive Managing Officer||10/10 times (100%)||―|
|Yamaguchi, Takashi||Full-time Auditor||9/10 times (90%)||13/14 times (93%)|
|Miyakawa, Kouji||Auditor||10/10 times (100%)||14/14 times (100%)|
|Tauchi, Masahiro||Auditor||8/8 times (100%)||9/9 times (100%)|
Policy for Determining Directors' Compensation
Mori Building determines the compensation for each Director based on a comprehensive evaluation of the Director's position, business execution status, ability, and experience.