Corporate Governance

Management information

Relevance to our business

Aside from making accurate judgments and acting timely and decisively on each business decision, the Fuji Oil Group monitors the direction of its business and the health of its operations in a timely manner. We do this to respond to the expectations and demands of society and stakeholders, and to keep further improving our corporate value. Our stakeholders include shareholders, investors, customers and business partners. Corporate governance is the practice of creating a system and actually running the system for that purpose. We believe that it is crucial to constantly improve this system in order for the Group’s business to develop steadily and continuously.

Basic approach

Through effective corporate governance, the Group aims to prevent situations that would harm corporate value, such as violation of laws and regulations, fraud and misconduct. We also aim at the sustainable growth of the company and the enhancement of corporate value over the medium to long term. We position corporate governance as an important mechanism for ensuring transparent, fair, timely and decisive decision-making process and business operations to meet the expectations of society as well as stakeholders.
To accelerate decision-making, the Group shifted its management structure to a pure holding company in 2015, with the authority delegated to regional headquarters, which are operating companies. Meanwhile, Fuji Oil Holdings Inc. formulates strategies for Group management and manages Group companies from a global perspective. We recognize that maintaining a good balance between management and this delegation of authority while carrying out business operations is an important factor that should fall under the purview of corporate governance.

Corporate governance structure

Management system

In the Board of Directors, a Board Secretariat under the Chief Administrative Officer (CAO) is responsible for planning and administrating the Board of Directors. The Secretariat communicates and coordinates with relevant functions and business divisions within the company, or considers the recommendations of Directors and Audit & Supervisory Board members, to set the agenda and deliberations of the Board of Directors meetings. The Secretariat also appoints a third-party institution every year to evaluate the effectiveness of the Board of Directors through questionnaires and interviews with Directors and Audit & Supervisory Board members, and provides the results as feedback to the Board of Directors. In response to this feedback, the Board of Directors deliberates on necessary measures that will further enhance corporate governance and issues directives for execution. Monitoring is then carried out to verify proper execution of these directives. Through this management PDCA cycle, the Board of Directors strives to enhance corporate governance.
The ESG Committee and Nomination and Compensation Advisory Committee were established as advisory bodies to the Board of Directors. The ESG Committee deliberates on issues material to the Fuji Oil Group to carry out ESG management, reports the results of its deliberations, and makes recommendations to the Board of Directors. The Nomination and Compensation Advisory Committee is formed by a majority of independent outside directors, including its chairperson. This Committee deliberates on matters referred to it by the Board of Directors, such as the appointment and dismissal of the CEO, succession plans, and setting director compensation systems from the perspective of ensuring transparency and objectivity, and reports the results of its deliberations to the Board of Directors.

Goals / Results

At least 90% complete At least 60% complete Less than 60% complete

FY2020 Goals FY2020 Results Self-assessment
Enhance management of the Board of Directors by further strengthening its monitoring function After careful deliberations on specific measures to properly fulfill its monitoring function, the Board of Directors selected the following as key monitoring targets.
  • Suitability of the process for formulating the new medium-term management plan (e.g. the process for setting out medium- to long-term strategies)
  • Status of activities related to compliance and information security
  • Measures related to personnel development for the next generation of leaders

Analysis

The Board of Directors holds ongoing discussions to identify corporate governance issues and measures that should be taken to address these issues. Based on these discussions, the Board sets the agenda for matters that need further deliberations. Through this process, the Board of Directors strives to deepen discussions and ensure the effectiveness of its corporate governance enhancement.

Next step

In FY2021, we set the target of establishing the Board of Directors as a function focused on supervising (monitoring) corporate management.
More specifically, we recognize our ongoing issues as developing more in-depth medium- to long-term strategic discussions (and reflecting the results in the new medium-term management plan), strengthening Group governance (taking control of the situation through the Internal Audit Group, giving directions and following up on the necessary measures), and establishing a governance structure that is in line with the revisions of Japan’s Corporate Governance Code and the reorganization of the Tokyo Stock Exchange into new market segments. These issues will be deliberated by the Board of Directors.

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