Governance Structure

Governance Structure

board of directors

取締役会は、社内取締役3名、社外取締役5名（うち3名は独立役員）の計8名で構成されています。原則として月1回、また必要に応じて臨時取締役会を開催し、法令または定款で定められた事項および経営方針その他経営に関する重要事項を決定するとともに、取締役の職務の執行が図られるよう監督しております。

*Please refer to "2.1. [Independent Directors and Audit & Supervisory Board Members] Other Matters Concerning Independent Directors" in the Corporate Governance Report for the independence standards for our outside directors and outside audit & supervisory board members.

Corporate Governance Report (670KB) (Updated December 2024)

Main discussion topics for fiscal 2023

Evaluation of the Effectiveness of the Board of Directors

The Company conducts evaluations of the effectiveness of the Board of Directors with the aim of further enhancing its effectiveness.

Overview

Results of the effectiveness evaluation for fiscal year 2023

According to the survey results, the effectiveness of the Board of Directors was generally at a certain level, but as a result of working on issues identified in the previous year's evaluation, there were several areas where improvements were seen. On the other hand, points that require improvement in the future were also pointed out, and we recognize these as issues to work on in order to improve effectiveness in fiscal 2023.

Points for improving effectiveness evaluation going forward

We will continue to promote our initiatives for fiscal 2023 and, based on discussions at the Board of Directors meetings, will further promote the following initiatives in order to improve the effectiveness of the Board of Directors and further strengthen corporate governance.

Board of Auditors

監査役会は、常勤監査役1名、社外監査役3名（独立役員）の計4名で構成され、原則として月1回、また必要に応じて随時監査役会を開催しております。なお当社監査役会は、最低１名は財務及び会計に対し相当程度の知見を有する者を含めるとしております。
各監査役は、監査役会が定めた監査方針、監査計画および監査業務の分担に従い、業務執行の適法性・適正性について監査し、取締役会へ報告しています。また社外取締役との連携強化のために連絡会を開催し、経営状況、ガバナンスの状況等、情報を共有しています

*Please refer to "2.1. [Independent Directors and Audit & Supervisory Board Members] Other Matters Concerning Independent Directors" in the Corporate Governance Report for the independence standards for our outside directors and outside audit & supervisory board members.

Corporate Governance Report (670KB) (Updated December 2024)

Priority audit items

• Verification of Directors' Responsibilities and Effectiveness of the Board of Directors
• Strengthening the verification of internal control systems
• Verification of efforts to reform the company culture
• Verification of the governance status of group companies

Internal Audit

Internal audits mainly focus on operational audits and involve checking and providing guidance. The Audit Department audits the overall internal control of the executive division in accordance with the audit plan resolved by the Board of Directors and regularly reports the status of audit implementation to management.

Nomination Advisory Committee/Remuneration Advisory Committee

J-Oil Mills has established a Nomination Advisory Committee and a Remuneration Advisory Committee, both of which are chaired by outside directors, for the purposes of increasing the independence and objectivity of the Board of Directors' functions and strengthening accountability.
The independence of the committee is ensured by having the chairperson and the majority of its members be independent outside directors.

Nomination Advisory Committee

• Composition: 4 outside directors and 1 internal director
• Functions and Roles: Deliberates and reports to the Board of Directors on matters such as the nomination, election and dismissal of directors and executive officers.
• Activity status: The committee met a total of eight times between July 2022 and June 2023 to discuss the CEO succession plan, suitability evaluation, executive personnel affairs, and efforts to succeed and develop management talent.

Remuneration Advisory Committee

• Composition: 4 external directors, 1 internal director, and 1 internal auditor
• Functions and Roles: The Committee will deliberate on the need for revision of the remuneration and evaluation systems for directors and executive officers, as well as the appropriateness of remuneration, and report the results to the Board of Directors.
• Activity status: The committee met a total of eight times between July 2022 and June 2023 to discuss executive compensation systems, etc.

Composition and attendance of the Board of Directors, the Board of Auditors and each committee

Composition and attendance in 2023

●…chairman or chairman, 〇…committee member or council member
*1 The Nomination Advisory Committee will meet a total of seven times between July 2022 and June 2023. The attendance of Tsuyoshi Kameoka and Tatsuya Sato refers to the meetings held after they became members on June 27, 2022.
*2 The Remuneration Advisory Committee will meet a total of seven times between July 2022 and June 2023. The attendance of Tsuyoshi Kameoka and Tatsuya Sato refers to the meetings held after they became members on June 27, 2022.
*3 June 27, 2022 Appointment as director or outside director
*4 Appointed as an outside director on June 27, 2023

Management Committee and other committees

Advisory body to the Management Committee

1. Management Risk Committee
   The purpose of this framework is to respond comprehensively and quickly to potential risks that could affect management, risks (manifest risks) such as compliance violations, and crises (serious crises), in order to prevent them and reduce their impact. Under this framework, we have established a Compliance Subcommittee and a Risk Management Subcommittee, which work to raise employee awareness of compliance, deal with violations, anticipate and prevent risks, and respond to crises.
2. Sustainability Committee
   The purpose of this committee is to incorporate the idea of sustainability, which is linked to our corporate philosophy, into our business activities and to hold necessary discussions. We position climate change countermeasures throughout the entire supply chain as a top priority, and we work to resolve issues by sharing sustainability and reducing environmental impact across the entire company, from procurement to production, logistics and sales.
   Please see below for details of our sustainability promotion structure.
   Sustainability Promotion Structure
3. Investment and Loan Committee
   The purpose of the Advisory Board, which serves as an advisory body to the Management Committee, is to consider from various angles the implementation and follow-up of investments, loans, and corporate alliances, as well as the confirmation and revitalization of unprofitable businesses, in order to contribute to the deliberations of the Management Committee. It considers the content, issues, necessity, risks, financial plans, management structures for PMI, etc., and priorities from a company-wide perspective for each project, taking into account the consistency of the project with the corporate philosophy and management plans, compliance with investment plans and domestic and international laws and regulations, and ensuring safety, the environment, and quality.

Other Committees

1. Information disclosure committee
   As the body responsible for strengthening strategic information dissemination and making decisions regarding company-wide information disclosure, the Council promotes timely, appropriate and fair information disclosure.
2. Brand Committee
   Communication Brand JOYL We are working to promote the brand both inside and outside the company by formulating brand strategies aimed at improving the brand's power and formulating and implementing brand strengthening measures.

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