Policies and Regulations

Basic Approach to Corporate Governance

We will continue working to strengthen corporate governance, based on our understanding of the importance of raising management transparency and fairness, achieving sustainable growth and development and fulfilling our social responsibilities. Specifically, we aim to strengthen corporate governance by reinforcing the internal control system, increasing management transparency and promoting the reinforcement of management oversight functions. By conducting honest management that emphasizes corporate ethics through these measures, we aim to increase our corporate value.

Management Structures

Corporate Governance Structure

Clarifying Oversight Responsibility and Operating Responsibility

Oriental Land Co., Ltd., the company at the heart of the OLC Group, adopts a corporate-officer system that enables the Board of Directors to focus on supervision, thereby bolstering the management’s supervisory function and delegating business execution to corporate officers, which leads to expeditious and appropriate decisions.

The Board of Directors is composed of 11 members (of which four are from outside the company). The Board of Directors holds regular meetings convened in principle monthly, which all auditors, regular or non-regular attend.

There is also a system in place to make crucial managerial decisions. Assessments pertaining to the management of the entire company are made at the Executive Committee.

Strengthening Independence and Objectivity of Board of Directors

A non-statutory Nomination and Remuneration Committee chaired by the CEO has been established as an advisory body to the Board of Directors. Majority of its members are independent external directors. The goal is to enhance the independence and objectivity of the Board of Directors in terms of its functions related to director nomination, and remuneration. The committee deliberates on the validity of director nominations and remuneration, and then reports to the Board. Decisions on individual remuneration amounts for directors are entrusted to the committee by the Board of Directors.

Ensuring Auditing Effectiveness

OLC operats with a Board of Corporate Auditors system. OLC has also introduced a Corporate Officer System to strengthen the management supervisory functions and to accelerate decision making.
In addition, from the viewpoint of incorporating opinions from outside the Company to ensure transparency and fairness in corporate management, OLC has a Board of Directors with eleven directors, including four external directors. OLC also has a Board of Corporate Auditors with four corporate auditors, including three external corporate auditors, which incorporates opinions from an objective and independent stance to raise the efficiency of corporate auditors.
Furthermore, as part of the process to enhance the internal control system, starting with a thorough compliance system, OLC has established various committees.

Corporate Governance Structure (As of June 29, 2022) 

Corporate governance system  Company with Board of Corporate Auditors 
Management system  Corporate Officer System 
Directors Number of directors  11*1
Term of directors defined in Articles of Incorporation  1 year
Chairman of Board of Directors  Chairman
Voluntary committees
Nomination/Remuneration Committee
Yes
Auditors Board of Corporate Auditors established  Yes
Number of corporate auditors  4*2
External directors and
external corporate auditors
Number of external directors (independent officers)  4 (4)
Number of external corporate auditors (independent officers)  3 (3)

*1 The maximum number of directors defined in the Articles of Incorporation is 15.
*2 The maximum number of corporate auditors defined in the Articles of Incorporation is 6. 

 

[Corporate auditors]

 

  1. Our employs four auditors, three of whom are external auditors.
  2. Under this system, two standing auditors are required to attend meetings and present their objective opinions to the Board of Directors, the Executive Committee and other meetings deemed important by corporate auditors.
  3. In accordance with our Audit Policy and the Basic Internal Auditing Plan, our auditors conduct briefing sessions with directors and employees, review the contents of key documents, and discuss matters that have been deliberated at important meetings as well as the findings of company audits.
  4. We have assigned dedicated staff in the Corporate Auditor Office to provide assistance to corporate auditors. Additionally, internal regulations require that officers provide corporate auditors essential and appropriate information on a timely basis so that audits are effective.

 

[Internal Auditing Department and Financial Auditors]

 

  1. In order to promote compliance with laws and internal regulations and efficient execution of work duties, we have established the Internal Auditing Department, which is in charge of internal auditing,while being independent of business execution departments and also playing a part in maintaining internal controls.
  2. In order to confirm accuracy in our financial statements, our accounts are audited by KPMG AZUSA LLC.

 

Our regular corporate auditors, Internal Auditing Department employees and financial auditors meet on a regular basis and establish, as needed, ad hoc communication and reporting so that all parties are connected throughout the auditing process.

Actions and Performances

Promoting Internal Control over Financial Reporting

In order to provide reliable financial reporting, we have established a Committee for the Promotion of Internal Controls to satisfy the Internal Control over Financial Reporting requirement stipulated in the Financial Instruments and Exchange Law, and are consolidating our system of internal controls for the entire our Group.
Our internal controls pertaining to the consolidated financial reports were deemed to be effective as of March 31, 2021, which was duly audited by an independent auditor and reported to the authority.


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