Governance

Corporate Governance

Corporate Governance Structure

Corporate Governance Structure

1 Board of Directors

In principle, held once a month. Deliberates on and decides items concerning legislation and articles of incorporation, and important items related to management. Additionally, receives reports on the execution of duties from directors in order to supervise the execution of the duties of directors. In order to strengthen supervisory functions, external directors have been introduced.

Twelve directors including external directors
(including external directors)
Held 14 times/year*

2 Senior Executive Committee and Management Strategy Committee

The Senior Executive Committee, comprised of the President, Executive Vice Presidents, Company Presidents, General Managers and other executive officers, meets once a week in principle for preliminary deliberation of items on the agenda of the Board of Directors and to discuss other important business matters.
Meanwhile, the Management Strategy Committee, consisting of representative directors and other officers, discusses the direction of the company’s business in the medium to long term.

3 Risk Management Committee

The Risk Management Committee, which is chaired by the President and consists mainly of Executive Vice Presidents and Executive Officers, deliberates and reports on items concerning serious risks.

4 Board of Auditors

The Board of Auditors works to allocate the roles of the Corporate Auditors and share information in order to conduct audits more systematically and efficiently. It also issues decisions and approvals regarding matters of law and the items prescribed by the articles of incorporation.
Corporate Auditors audit every aspect of the performance of duties by the Directors, for which purpose they deepen their understanding of the Directors, the internal audit divisions, and operating divisions, attend meetings of the Board of Directors and other important meetings, hear from the Directors regarding the performance of their duties, and examine the circumstances of the company’s operations and finances. They also perform their duties for the purpose of thoroughly monitoring and verifying resolutions made by the Board of Directors regarding establishment of systems to ensure the quality of corporate administration and the operating status of the system (internal control) developed by such resolutions.
With regard to Group companies, we maintain communication and share information with their directors and auditors, and keep ourselves informed of their business activities whenever necessary.

Five auditors
(including three external auditors)
Held 15 times/year*

5 Internal Audit Office

The Internal Audit Office is an organization that reports directly to the President, is independent from operating divisions, and is responsible for performing internal audit functions. It performs audits on the activities of operating divisions such as quality control for safety at nuclear power plants, basing its perspective on internal control system effectiveness (including internal controls over financial reporting) and CSR. The results of each of these initiatives are reported to the president and presented as advice and recommendations to the relevant divisions so that they can continuously make improvements.
The internal audit process was verified by an independent organization in FY2015 as part of the company’s efforts to improve and maintain the quality of audits.
The scope of internal audits by the office includes associated companies. To help improve internal control systems and practices across the group, the Internal Audit Department also shares information with internal audit divisions of associated companies and provides other support.

6 Nomination and Remuneration Committee

The Committee consists of the President and three independent external directors. In developing appointment proposals for directors, corporate auditors, and executive officers and determining the remuneration of directors and executive officers, the Committee ensures the fairness and transparency of the process by obtaining advice from the external directors.

President and three external directors Held 6 times/year*

7 Safety and Health Promotion Committee

The Safety and Health Promotion Committee was established in August 2019 to vigorously promote safety and health promotion initiatives. Main attendees of the Committee include senior management, including the presidents of Chubu Electric Power, Chubu Electric Power Grid, and Chubu Electric Power Miraiz, as well as representatives from the labor union and external experts. The Committee, through its meetings, shares issues to cultivate safety culture and to promote health management and deliberates and makes decisions on measures to resolve them.

8 Compliance Committee

The Compliance Committee, which is chaired by the President, was established on December 1, 2002 to promote compliance comprehensively and surely.
The Committee deliberates policies and measures concerning compliance promotion and conducts fact-finding research on compliance matters as well as other activities related to compliance promotion.

Selection of Directors and Auditors

To ensure fairness and transparency in the election of directors and corporate auditors, candidates are proposed to the Board of Directors for its final decision after scrutinized by the Personnel Affairs Committee , which consists mainly of the Chairman, the President, and General Managers of divisions, and with the Nomination and Remuneration Committee. Furthermore, corporate auditor candidates are required to be approved by the Board of Auditors, in addition to the scrutiny at a Personnel Affairs Committee meeting attended by senior corporate auditors, to strengthen the independence of corporate auditors.

External Directors and External Corporate Auditors

At Chubu Electric Power, three external directors and three external corporate auditors currently hold office. All of our external directors and external corporate auditors retain a sufficient level of independence that meets the company’s standards, and make the best use of their experiences and insight acquired through their respective careers to fulfill their supervisory and audit functions independent of the company’s senior management. They also receive updated information on the current development and operational status of the company’s internal control system, and meet all representative directors and auditors regularly to exchange opinions.
All of our external directors and external corporate auditors are registered as independent directors / auditors in all financial instruments exchanges on which the company is listed.

* The number of times the Board of Directors, the Board of Auditors, and the Nomination and Remuneration Committee met are the actual figures from FY2019.

Percentage of External Members

(As of July, 2020)

Percentage of External Members 01
Percentage of External Members 02
Percentage of External Members 03

Percentage of Female Members

(As of July, 2020)

Percentage of Female Members 01
Percentage of Female Members 02
Percentage of Female Members 03

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