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About JAPEX

Corporate Governance

Basic Policy

JAPEX recognizes that the contribution to society through the stable energy supply is our mission and that addressing social issues toward realizing the sustainable development goals is the corporate vision. In order to achieve the corporate vision and to maximize our corporate value in a medium- and long-term perspective, the efficient and transparent corporate management and the building of mutual trust relationships with our stakeholders including shareholders through ensuring our accountability are required, and corporate governance is one of our important challenges as our foundation. We will enhance our corporate governance by respecting the purpose and spirit of Japan's Corporate Governance Code.

Outline of Corporate Governance

Organizational Structure

Company with Audit & Supervisory Board

Executive Officer System

Yes

Number of Directors Provided for Under Articles of Incorporation

18

Number of Directors

12
(including 3 Outside Directors)

Chairman of the Board of Directors

President

Number of Audit & Supervisory Board Members Provided for Under the Articles of Incorporation

4

Number of Audit and Supervisory Board Members

4
(including 2 Outside Audit & Supervisory Board Members)

Corporate Governance Structure

The Board of Directors and the Executive Committee

The Board of Directors is regularly held once a month, and discusses and make decision concerning important business execution, the detail of which is provided by the decision-making standard of the Board of Directors, including launching new business, management strategy such as a basic plan of marketing and sales, and decision, revision or repeal of the Mid-term Business Plan, as well as the exclusive prerogatives of the Board of Directors.

From the standpoint of accelerating the speed of decision-making, we compose the Executive Committee by the directors and other executives based at the headquarters to make decisions on the matters not involved by the decision-making standard of the Board of Directors and to make a discussion to assist the decision-making in the Board of Directors. The Executive Committee is held basically two times in each month, and extraordinary meeting is also held as needed.

And, Nomination and Compensation Advisory Committee is organized under the Board of Directors, in order to further enhance the supervisory function of the Board of Directors, by ensuring fairness, transparency, and objectivity of the procedures to make decisions concerning nomination and compensation of the director.

The Audit & Supervisory Board and Audit & Supervisory Board Members

All Audit & Supervisory Board Members attend the Board of Directors as well as fulltime Audit & Supervisory Board Members attend the Executive Committee and other important management meetings to perform the function of management supervision by exchanging opinions as necessary with Directors and Executive Officers responsible for business execution.

The number of Audit & Supervisory Board Members is four, two of which are outside Audit & Supervisory Board Members. Each member exercises auditing authority independently based on the auditing policy and each responsibility between the members which are predetermined.

Internal Audits

Internal audits of JAPEX are conducted by the Auditing Dept. under the direct management of the President. The Auditing Dept. has been assigned five staffs to conduct internal audits, and they confirm whether the business operations of each department are carried out in accordance with the laws and internal regulations.

Internal audits are conducted following the annual plan in order, and the Audit Dept. reports the results of each audit to the President, and provides guidance and advice to the relevant business departments where necessary.

Accounting Auditor

The accounting auditor who conducts the audit of the financial statements and the internal control practices in the 49th fiscal year has been Ernst & Young Shin Nihon LLC, and the certified public accountants who conducted the audit were as follows:
・Name: Hiroaki Kosugi, Satoshi Takahashi, Takeshi Yoshida
・Breakdown of assistants to the audit: 9 certified public accountants and 26 other assistants

Internal Committees

JAPEX considers that the engagement of Corporate Social Responsibility is vital for our sustainable growth. Based on this recognition, we established and run the CSR Committee headed by the President as well as the Internal Control Committee, the HSSE Committee and the Information Security Committee and are promoting our CSR activities systematically in accordance with the basic policies and other guidance developed by these committees.

Outline of the Limited Liability Agreement

JAPEX amended the articles of incorporation at the General Meeting of Shareholders as of June 2015, enacted the new article related to the limited liability agreement with Outside Directors and Outside Audit & Supervisory Board Members, and each Outside Directors and Outside Audit & Supervisory Board Members executed the agreement based on the above article. The outline of the limited liability agreement is as follows:

  • The limited liability agreement with Outside Directors: In the case where Outside Director(s) is(are) liable for damages which have arisen to JAPEX, given his/her performance of duties are made faithfully and without any gross negligence, he/she should be liable for damages to JAPEX within the limit of minimum amount as stipulated in Article 425-1 of the Companies Act and should be exempted from any liabilities beyond the minimum amount by JAPEX.
  • The limited liability agreement with Outside Audit & Supervisory Board Members: In the case where Outside Audit & Supervisory Board Member(s) is(are) liable for damages which have arisen to JAPEX, given his/her performance of duties are made faithfully and without any gross negligence, he/she should be liable for damages to JAPEX within the limit of minimum amount as stipulated in Article 425-1 of the Companies Act and should be exempted from any liabilities beyond the minimum amount by JAPEX.

Corporate Governance Structure

Corporate Governance Structure

Information Security Management

JAPEX recognizes importance of management of information security as well as the efficient use.

To this end, we established the Information Security Committee in order to enforce information security management by the corporate-wide system. The committee formulated the Information Security Policy consisting of the Information Security Basic Policy and the Information Security Measures Standards, and established an information security management system.
In accordance with the Information Security Policy, we develop information classification and management systems, formulate privacy policies and guidelines, and operate IT environments.

We continuously endeavor to upgrade our technical countermeasure towards cyber-attacks and other threats that are evolving day after day. Furthermore, we are trying to improve awareness of personnel towards information security management through periodical trainings and educational programs.

Information Security Management System

Information Security Management System