The Board of Directors establishes JSR’s Corporate Mission and makes important decisions including those of JSR’s business strategies. Through our performance-based director remuneration framework, we have created an environment that encourages appropriate risk-taking and entrepreneurship by management. JSR also supervises directors and management through the assessment of business performance and appointment of directors.
The Board of Directors consists of five directors and holds meetings once monthly, in principle. The Board discusses and makes decisions on important business matters, including the direction of JSR’s business strategy, and also supervises directors’ and officers’ execution of their business duties. Shogo Ikeuchi serves as the Board’s chairperson. In addition, all three Corporate Auditors regularly attend the Board of Directors meetings to state their opinions.

In order to speed up the decision-making process and improve the efficiency of business operations, the Executive Committee, consisting of the CEO/President Officer and officers or managers designated by the CEO/President Officer, meets once a week as a rule to discuss and give direction to matters relating to the Group’s fundamental management initiatives, management policies, management issues, and management plans, along with important matters concerning the execution of business activities at each business division, or to receive reports. Of the matters deliberated by the Executive Committee, important items are passed to the Board of Directors, while the rest are decided on by the CEO/President Officer after deliberation by the Executive Committee. The Standing Corporate Auditor also participates in the meeting.

This committee, consisting of the CEO/President Officer and all officers, aims to ensure members’ thorough understanding of business conditions and important business matters. The Standing Corporate Auditor also attends the meeting.

JSR established the Remuneration Advisory Committee to ensure the objectivity and transparency of its directors’ remuneration framework, and it meets at least once a year, in principle. The Remuneration Advisory Committee shall consist of at least three members, a majority of whom shall be non-executive directors. The chairperson of the Remuneration Advisory Committee is selected by resolution of the Board of Directors from among the members who are non-executive directors to ensure effective committee operation from the perspective of strengthening independence, objectivity, and the ability to fulfill accountability. The Remuneration Advisory Committee also includes outside compensation consultants as observers from time to time. The Remuneration Advisory Committee deliberates the basic policy of remuneration, the remuneration structure, the mechanism of performance-based remuneration, the setting of targets, and assessment of performance, and submits its findings to the Board of Directors.

JSR established the Nomination Advisory Committee to ensure the transparency of policies and procedures for the selection of directors and officers, and it meets at least once a year, in principle. The Nomination Advisory Committee consists of five members, including two outside directors and the CEO/President Officer. The chairperson of the Nomination Advisory Committee is selected by resolution of the Board of Directors from among the members who are non-executive directors to ensure effective committee operation from the perspective of strengthening independence, objectivity, and the ability to fulfill accountability. The Nomination Advisory Committee deliberates on the knowledge, experience and capabilities required for the Board of Directors, diversity such as gender, international background, work history and age, the size (number of members) of the Board, and criteria and procedures for appointing officers, as well as successors to management, directors, executive officers, and other positions, then submits its findings to the Board of Directors.

Based on its Corporate Mission, JSR Group has established a Sustainability Promotion Committee to contribute to the realization of a sustainable global environment and society by creating value through its corporate activities. The Committee is a cross-functional meeting body chaired by the CEO/President Executive and attended by the executive officer in charge of each department to discuss JSR Group’s sustainability policy and other important matters. In addition, four committees – the Sustainability Planning Committee, the Environment, Safety and Quality Committee, the Risk Management Committee, and the Corporate Ethics Committee – have been established under the umbrella of the Committee, which oversees and guide the activities of these four committees. In addition to regularly scheduled meetings held four times a year in principle, extraordinary meetings are held as necessary to strengthen and advance management and report regularly to the Board of Directors.

JSR has established the Corporate Audit Department to improve the effectiveness of JSR Group’s internal control system. In accordance with the audit plan, the Corporate Audit Department regularly conducts internal audits such as compliance audits and business operation audits at divisions and departments as well as Group companies both in Japan and overseas and reports the audit results to the CEO/President Executive, related departments, and the standing Corporate Auditor. It also regularly reports internal audit plans and reports of internal audit results to the Board of Directors and Corporate Auditors.

There are three Corporate Auditors in place (one of whom is a full-time Corporate Auditor) and they hold liaison meetings once monthly in principle, in which they receive reports on important matters, hold discussions, and make decisions. In accordance with standards for audits by Corporate Auditors, the Corporate Auditors attend meetings of the Board of Directors, and other important meetings including Executive Committee meetings, to monitor how important decisions are reached and business activities are executed. Corporate Auditors also receive reports from the independent auditors, directors, and employees. Through these activities, the Corporate Auditors form auditing opinions.

JSR’s independent auditor is KPMG AZSA LLC. The Corporate Auditors work closely with the independent auditors. The Corporate Auditors interview the independent auditors about the audit plan and receive reports on the audit results. Furthermore, the Corporate Auditors and independent auditors exchange information and opinions as necessary in the course of each fiscal year.