Basic Stance on Corporate Governance
MDV views the strengthening of its corporate governance systems as an important management issue in order to continually raise corporate value. To that end, the Company strives to create and operate management structures that respond swiftly and accurately to changes in the business environment, while also enacting a basic policy on corporate governance that aims to ensure the soundness and transparency of the company and to earn the trust of shareholders, customers, business partners, employees, and all other stakeholders.
Corporate Governance Structures
- Number of Directors stipulated by the articles of incorporation:10 members or fewer
- Tenure of Directors stipulated by the articles of incorporation:1 year
- Head of the Board of Directors:President and Representative Director
- Number of directors:6
- Appointment of outside directors:Elected
- Number of outside directors:2
- Number of outside directors designated as independent officers:2
Board of Auditors
- Establishment of Board of Auditors:Yes
- Number of Auditors stipulated by the articles of incorporation:5 members or fewer
- Number of auditors:5
- Appointment of outside auditors:Elected
- Number of outside auditors:4
- Number of outside directors designated as independent officers:4
- Number of outside officers:6
Matters related to the execution of business, auditing and supervision, appointments, and determination of remuneration
Board of Directors
MDV’s Board of Directors is comprised of six directors, two of whom are outside directors, and it meets regularly to discuss and decide on important matters related to business execution and to execute these duties, while mutually supervising execution of these duties between directors. In addition to scheduled meetings, in principle, once a month, emergency meetings are held when necessary to enable flexibility in decision making.
Auditors and Board of Auditors
MDV uses a board of auditors’ system. The five-person Board of Auditors includes four outside auditors, and while conducting strict oversight of the operational execution of the Board of Directors, it also conducts auditing of the Company’s accounts and operations. The Board of Auditors meets, in principle, once a month and endeavors to ensure the effectiveness of corporate governance. Moreover, all of the auditors attend meetings of the Board of Directors, and the full-time auditors regularly attending other important meetings and give their opinion when necessary.
Board of Management
MDV’s Board of Management is comprised of directors, auditors (not including outside executives), and division heads nominated by the President, and it meets, in principle, once a month. The Board of Management reports on management plans, organizational structure, financial conditions, and operating conditions, as well as discussing important matters of policy.
Corporate Audit Committee
MDV is entered into an auditing contract with Deloitte Touche Tohmatsu LLC to received auditing services in accordance with company law and the Financial Instruments and Exchange Act. In addition, it conducts appropriate auditing when necessary.
Details of chart of corporate governance structure
Meetings of Board of Directors, Board of Auditors, Nominations, Remuneration, and Evaluation Committee (FY2022)
- Board of Directors:16 times
- Board of Auditors:14 times
- Nominations, Remuneration, and Evaluation Committee:5 times
Evaluation of the Effectiveness of the Board of Directors
- Results of Self-evaluation of the Effectiveness of the Company’s Board of Directors (Outline)_FY2022