Corporate Governance

Corporate Governance Structure

Corporate Governance Structure

1 Board of Directors

In principle, held once a month.Deliberates on and decides itemsconcerning legislation and articlesof 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.

Nine directors including external directors Held 25 times/year*

2 Compliance Committee

Chubu Electric Power established the Compliance Committee with the aim of comprehensively and reliably promoting compliance throughout the entire Chubu Electric Power Group. The committee is operated under the supervision of the Board of Directors and is chaired by the President through nomination by the Board of Directors.
The committee deliberates policies and measures concerning compliance promotion and conducts fact-finding research on compliance matters as well as provides advice, support, and guidance to Group companies.

3 Senior Executive Committee and Management Strategy Committee

The Senior Executive Committee, comprised of the President, Executive Vice Presidents, Senior Executive Officers and other 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 the Chairman, President, General Manager of Corporate Planning & Strategy Division and General Manager of Corporate Management Division and other officers, discusses the direction of the company’s business in the medium to long term.

4 Risk Management Committee

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

5 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.
To assess the effectiveness of the Board of Auditors, we implemented a questionnaire survey of all Board of Auditors members and determined that effectiveness is being assured, including for responses to risk events that occurred during the fiscal period.

Five auditors including external auditors Held 18 times/year*

6 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 Board of Directors and presented as advice and recommendations to the relevant divisions so that they can continuously make improvements.
The internal audit process is assessed internally as well as verified regularly by an independent organization 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 Office also shares information with internal audit divisions of associated companies and provides other support.

7 Nomination and Remuneration Committee

The Committee consists of the President and 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 four external directors Held 8 times/year*

8 CSR Committee

The CSR Committee, which consists of the President, Executive Vice Presidents, Senior Managing Executive Officers, Managing Executive Officers and other officers, deliberates on such matters as the basic policies and medium-term directions of CSR promotion and reports on the status of activities.

9 Safety & Health Promotion Committee

The Safety & Health Promotion Committee regularly convenes, chaired by the President of Chubu Electric Power Co., Inc. and composed of the management team, including the presidents of Chubu Electric Power Grid and Chubu Electric Power Miraiz as well as labor unions and other members.
The committee also invites outside experts and shares issues to cultivate safety culture and promote health management and deliberates and decides measures to resolve these issues. The committee monitors the status of safety and health promotion at each operating company, which also covers accidents at contractors, and rotates the PDCA cycle and continuously make improvements.

10 Zero Emissions Committee

In March 2021, the Zero Emissions Committee was established, chaired by the President, to take on the challenge of achieving net zero CO2 emissions for the Chubu Electric Power Group’s entire business in 2050.
The Committee sets ultra-long-term and medium- to long-term targets for Chubu Electric Power, operating companies and group companies and formulates and evaluates action plans for attaining these targets.

* The number of times the Board of Directors, the Board of Auditors, and the Nomination and Remuneration Committee met are the actual figures from FY2022.

Percentage of external members in the Board of Directors, the Board of Auditors, and the Nomination and Remuneration Committee

(As of July, 2023)

Percentage of External Members 00
Percentage of External Members 01
Percentage of External Members 02
Percentage of External Members 03

Percentage of female members in the Board of Directors, the Board of Auditors, and the Nomination and Remuneration Committee

(As of July, 2023)

Percentage of Female Members 00
Percentage of Female Members 01
Percentage of Female Members 02
Percentage of Female Members 03

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