Strengthening Corporate Governance
Strengthening Corporate Governance
Basic Views on Corporate Governance
The Company's corporate philosophy is to contribute to society through "food" and to achieve happiness for our employees by doing work that makes our customers happy with "fun and delicious".
The Group's main business activities include the development of directly managed restaurants, the development of restaurant franchises, and the purchase, processing, distribution, and sales of various food materials and foodstuffs. The Food Sanitation Law, the Fire Service Law, and the Personal Information Protection Law are among the laws that companies engaged in the restaurant business must comply with, and the Corporate Governance Code is among the rules that listed companies must follow. The Company believes that the establishment of an appropriate compliance system will provide a foundation for the steady implementation of our corporate philosophy and management strategy, and will contribute to our sustainable growth and enhancement of our corporate value over the medium to long term.
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The Corporate Governance System
As part of our corporate governance system, we have chosen to adopt the structure of a Company with Audit and Supervisory Committee. Under this structure, we believe that the effectiveness of auditing and supervision will be enhanced through audits conducted by directors who are members of the Audit and Supervisory Committee and hold voting rights on the Board of Directors. Additionally, the effectiveness of internal control will be strengthened by utilizing the Internal Audit Department to conduct audits.
The Company's Articles of Incorporation stipulate that the Board of Directors may delegate all or part of important business execution decisions to directors by resolution of the Board of Directors. This is intended to allow the Board of Directors to concentrate on supervising the execution of business by the management team by delegating individual business execution decisions to the management team in accordance with internal regulations and rules.
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Effective Use of Independent Outside Directors
The Company has elected five independent outside directors, representing more than one-third of the 11 directors. The Company has a system in place to receive advice and recommendations from these independent outside directors on the Company's overall management from an independent standpoint, based on their diverse perspectives, experience, and advanced expertise, and to incorporate their opinions into the Company's management.
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Establishment of Voluntary Advisory Committees
The Company has established the Nomination and Remuneration Advisory Committee as a voluntary committee to consider the nomination and remuneration of directors. The Nomination and Remuneration Advisory Committee is composed of directors selected by the Board of Directors, with at least three members, half of whom are outside directors. Currently, two representative directors and two independent outside directors who are members of the Audit and Supervisory Committee serve on the committee, and the independence of the committee is ensured by appointing an independent outside director as its chairperson.
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Analysis and Evaluation of the Effectiveness of the Board of Directors
In order to improve the effectiveness of the Board of Directors, the Company conducts an analysis and evaluation of the Board of Directors and discloses a summary of the results.
https://ssl4.eir-parts.net/doc/7616/announcement/101562/00.pdf (Japanese Only)
