Corporate Governance

Basic Approach

We will continue to work on establishing and augmenting a highly effective governance system to achieve sustainable growth and increase corporate value.

Information about corporate governance is disclosed in our Corporate Governance Report and Integrated Report.

KPIs

Direction of activities KPIs
Transparent, fair, prompt and bold decision‐making based on diverse values in Board of Directors’ meetings Evaluation scores and comments in evaluation of Board of Directors (diversity of Board of Directors and substance of discussions) (1)
Strengthen the management system Augment regular committees (Personnel Remuneration Committee, Internal Control Committee, Sustainability Committee) (2)

Progress on main KPIs (corresponding to number on the table):

  • (1) The effectiveness of the Board of Directors was confirmed based on the results of the evaluation.
  • The evaluation results were used to identify issues requiring improvement as the basis for further enhancement of the effectiveness of the Board of Directors.
  • (2) Personnel Remuneration Committee: submitted proposed revisions, etc. of the executive compensation scheme to the Board of Directors.
  • Internal Control Committee: a new working group was established within the Information Security Subcommittee to enhance the Group’s management of confidential information.
  • Sustainability Committee: multiple subcommittees (focusing on supply chains, etc.) have been established to accelerate the adoption of ESG-focused management.

Compliance Consultation System:
Morinaga Milk Helpline (Whistleblower Reporting System)

The Morinaga Milk Group established the Morinaga Milk Helpline as a contact point for employees to report compliance issues. The Morinaga Milk Helpline is located inside the company and outside the company with lawyers as the recipients of information.
The name of the person, their affiliation and nature of their consultation are protected in accordance with laws, regulations, and in-house rules, which makes it possible for any employee to report an issue without worry of reprisal. Inappropriate situations are reported to the applicable department, which is then instructed to make corrections. Afterwards, the person reporting the matter verifies the improvements. For consultations or questions about the reporting person’s duties, the matter will be directed to legal counsel as needed to obtain advice on how to deal with the issue.
In addition, the Compliance Subcommittee receives quarterly reports on the status of the help line and makes necessary improvements to the internal structure.

Sustainability Data Book 2020

See “Sustainability Data Book 2020” for details.

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