CREDIT SAISON

Initiatives to Strengthen Governance

To realize our basic management policy of obtaining the understanding and consent of our shareholders by continuously improving corporate value over time and creating innovative services, the Credit Saison Group is implementing a variety of initiatives to improve and strengthen our corporate governance in recognition of the enormous importance of bolstering management supervisory functions to attain business objectives and enhance management transparency.

Related SDGs

  • 5 GENDER EQUALITY
  • 16 PEACE, JUSTICE AND STRONG INSTITUTIONS

Corporate Governance

Our Basic View on Corporate Governance

To realize our basic management policy of obtaining the understanding and consent of our shareholders by continuously improving corporate value over time and creating innovative services, the Credit Saison Group is implementing a variety of initiatives to improve and strengthen our corporate governance in recognition of the enormous importance of bolstering management supervisory functions to attain business objectives and enhance management transparency.

Corporate Governance Structure

governance

Basis for Corporate Governance System Selection

Credit Saison (the Company) has adopted the Audit & Supervisory Board (ASB) model, with ASB members, for its corporate governance system. The Company has established the Board of Directors, the ASB, and the accounting auditor as the corporate’s organization. To ensure we retain the confidence of our shareholders and other investors, we strive to improve and strengthen corporate governance by nominating outside directors and outside ASB members. The Board of Directors and Nomination & Remuneration Committee receive advice and recommendations from outside directors to ensure the appropriateness of business decision-making. This enables directors, who are well versed in business matters, to maintain and improve management efficiency. In addition, the ASB is strengthening its management oversight function by coordinating with directors, executive officers and others from the Internal Audit Office and the unit responsible for supervision of internal controls.
Since March 2020, we have reviewed the director composition of our Board of Directors and introduced our executive officer system, in order to strengthen our corporate governance system through separation between operational execution and management supervision. With these changes, we aim to exercise more appropriate management supervision functions while developing an efficient business execution system.

1. Board of Directors

The Board of Directors consists of 9 directors, including three independent outside directors, three of whom qualify as “independent directors.” Along with deciding operational execution with regards to important matters concerning management, the Board oversees the performance of duties by directors. The Board discusses various proposals, monitors the status of business execution, and engages in active exchanges of opinions, including with outside directors, in order to ensure the effectiveness of decision-making and oversight. Outside directors provide useful advice and guidance on our management from objective and neutral perspectives.

2. Audit & Supervisory Board

The ASB consists of four ASB members, three of whom are independent outside ASB members who qualify as “independent directors.” It determines audit policy and matters concerning the execution of other duties by ASB members as well as compiling audit reports. ASB members exchange opinions and discuss and verify a wide range of matters pertaining to business legality and compliance, and give advice and recommendations to management as appropriate. In addition to attending important meetings, such as those of the Board of Directors and Management Conference they also audit and provide advice on overall risk management and compliance. In these ways, ASB members strictly monitor execution of duties by each director.

3. Nomination & Remuneration Committee

As an advisory body to the Board of Directors, the Nomination & Remuneration Committee has five members, of which majority are independent outside directors. The Committee is chaired by the Company’s Chairman and CEO, and its members are appointed by resolution of the Board of Directors.
The Committee consults with the Board of Directors about matters related to the appointment and dismissal of directors and the formulation of remuneration policies for directors, deliberates them and submits reports about such matters to the Board of Directors.

The members of our corporate governance body are as follows.(◎ Chairperson)

Member Board of Directors ASB Nomination & Remuneration Committee
Representative,
Chairman and CEO
Hiroshi Rinno
 
Representative,
Executive President and COO
Katsumi Mizuno
 
Representative,
Executive Vice President and CHO
Naoki Takahashi
   
Director,
Senior Managing Executive Officer
Yoshiaki Miura
   
Director,
Senior Managing Executive Officer and CTO, CIO
Kazutoshi Ono
   
Director,
Managing Executive Officer
Tatsunari Okamoto
   
Outside Director
Naoki Togashi
 
Outside Director
Nana Otsuki
 
Outside Director
Hitoshi Yokokura
 
Standing Audit
& Supervisory Board Members (Full-time)
Haruhisa Kaneko
   
Standing Audit
& Supervisory Board Members (Full-time)
Munehiro Harada
   
Standing Audit
& Supervisory Board Members (Full-time)
Hiroaki Igawa
   
Audit
& Supervisory Board Members
Chie Kasahara
   

Timely Disclosure System

The status of internal systems related to the timely disclosure of Company information is described below.

1. Basic approach to timely disclosure of Company information

As a publicly listed entity, the Company is obligated to disclose corporate information in a timely and appropriate manner in accordance with laws and regulations related to financial products and securities listing regulations prescribed by the Tokyo Stock Exchange, Inc. We also believe that timely and appropriate disclosure of corporate information forms the basis of a sound financial product market.
In order to fulfill these obligations, the Company has established “Information Disclosure Rules” and intends to disclose corporate information promptly, accurately, and fairly from the perspective of investors.

2. Internal systems for timely disclosure of Company information

To ensure the completeness, appropriateness, and timeliness of information collection and disclosure, we set up an Information Disclosure Committee, which collects information on the Company and its affiliates (hereinafter, “Group Companies”), determines the necessity of information disclosure, and discusses variousrelevant documents based on the aforementioned Information Disclosure Rules.
The Information Disclosure Committee is chaired by the President or a person appointed by the President and consists of officers and employees from the Public Relations Office, Corporate Planning Department, Treasury and Accounting Department, Corporate Risk Management Department, and the like. In addition, the Corporate Planning Department and the Treasury and Accounting Department have jointly established an Information Disclosure Committee Secretariat, into which Company information collected by each Committee member is channeled.
In principle, disclosure of information on Group Companies collected by Committee members is first discussed with the Information Disclosure Committee Secretariat, which decides whether or not to make proposals or reports to the Committee.
The Information Disclosure Committee discusses whether or not to make timely disclosures of information submitted to it, and also discusses materials to be disclosed and makes resolutions on disclosure, following which disclosure is made promptly according to established protocols.
Information that requires urgent disclosure is first deliberated and resolved at a meeting of the Emergency Information Disclosure Committee, held at the discretion of the chairman of the Information Disclosure Committee, then disclosed.
The Corporate Risk Management Department maintains and promotes disclosure controls, which are monitored by the Audit Office.

overview

Corporate Governance Report

To realize our basic management policy of obtaining the understanding and approval of our stakeholders such as our customers, business partners, employees, shareholders and society by continuously improving corporate value over time and creating innovative services, the Company is implementing a variety of initiatives to improve and strengthen our corporate governance in recognition of the enormous importance of enhancing management transparency and bolstering management supervisory functions to attain business objectives.

Internal Control

Status of Internal Control Systems

1. Systems to Ensure Directors Perform Duties in Accordance with Laws and Articles(Companies Act, Article 362, paragraph (4), item (vi))

To ensure operational execution at the Company as a whole is proper and sound, the Board of Directors shall work to establish compliance systems that ensure overall adherence to relevant laws, regulations and the Company’s articles of incorporation (heretofore, articles) by our corporate Group and build effective internal control systems from the standpoint of further strengthening corporate governance. The ASB shall monitor the functioning and effectiveness of these internal control systems in an effort to identify problems early and improve our precision in addressing them.

2. Systems for Managing and Storing Information on Performance of Duties by Directors(Regulation for Enforcement of the Companies Act, Article 100, paragraph (1), item (i))

  • (1)Information on the performance of duties by directors (minutes for Board of Directors meetings, documents circulated to directors to obtain their approval, written approvals, etc.) shall be recorded in writing and shall be stored and managed based on “information management rules” and other internal rules.
  • (2)A system enabling prompt responses has been established for cases where directors or ASB members request to view the aforementioned information.

3. Systems for Rules on Loss Risk Management and Other Matters(Regulation for Enforcement of the Companies Act, Article 100, paragraph (1), item (ii))

  • (1)Concerning risk management, we have stipulated “risk management rules” and “rules concerning loss risk management,” and the Company shall manage risk in a comprehensive manner, centering on the Risk Management Committee and the Corporate Risk Management Department, working to restrain risks from materializing and minimize the effects on the Company when risks materialize. In the event risks requiring responsive measures materialize or concerns that risks will manifest become evident, the aforementioned committee and department shall work to respond quickly and swiftly restore the Company’s functions to working order based on “crisis management rules.”
  • (2)To the aforementioned end, the Company shall conduct regular internal education and training for those involved based on our “risk management rules,” “rules concerning loss riskmanagement” and “crisis management rules.” The Board of Directors shall regularly review such initiatives and instruct relevant parties on how to correct or improve them in an effort to maintain risk management systems.
  • (3)In preparation for the emergence of emergency situations such as a large-scale natural disaster, the Company shall strive to ensure the safety of our management foundation in emergencies by adopting countermeasures to reduce to the extent possible business continuity risks and business interruption risks for key operations.

4. Systems to Ensure Directors Efficiently Perform Duties(Regulation for Enforcement of the Companies Act, Article 100, paragraph (1), item (iii))

  • (1)Meetings of the Board of Directors shall be administered based on the “Board of Director’s rules” so directors can properly discharge their duties.
  • (2)Directors and executive officers shall properly manage and supervise based on “rules on the authorities of specific job functions” and “rules for demarcation of operations and organizations” to ensure efficient operational execution at the departments and divisions for which they are responsible or in charge.
  • (3)In order to respond more swiftly to changes in the business climate and further enhance corporate governance by creating an environment in which the Board of Directors are able to concentrate exclusively on management and supervisory functions, the Company has introduced an executive officer system and established the Meeting of Executive Officers to deliberate and report on general management issues and resolutions of the Board of Directors in advance.

5. Systems to Ensure Employees Perform Duties in Accordance with Laws and Articles(Regulation for Enforcement of the Companies Act, Article 100, paragraph (1), item (iv))

  • (1)To ensure execution of duties are in compliance with laws, regulations, our articles and internal rules such our compliance rules, etc., the Company shall promote employee awareness about the compliance system and various rules employees are to observe through periodic internal education, led by the Compliance Committee and the Corporate Risk Management Department.
  • (2)The compliance consultation desk accepts reports and calls as a contact channel in cases where potential violation of laws, regulations, our articles and internal company rules, etc. have been discovered. The Compliance Committee shall inform the Board of Directors and the ASB without delay about reports of such incidents to promote early-stage resolution of alleged violations.
  • (3)To protect against harm from anti-social forces that threaten social order and safety, the Company specifies in its standards of conduct its resolve to stand for justice and face undaunted anti-social forces and strives to inform all its employees of its stance so they will all comply with its standards of conduct. The General Affairs Department and the Company as a whole will respond resolutely to improper demands from antisocial organizations, through membership in Tokubouren and the Tokyo Center for Removal of Criminal Organizations, and liaison with the police and related organizations.。
  • (4)The rules and regulations for executive officers and the Meeting of Executive Officers rules, etc. shall be developed to ensure the proper execution of duties by executive officers.

6. Systems to Ensure Operational Appropriateness for the Group from Parent to Subsidiaries(Regulation for Enforcement of the Companies Act, Article 100, paragraph (1), item (v))

  • (1)Systems for Reporting to the Parent on Matters Concerning Execution of Duties by Directors at Subsidiaries
    Based on the “written agreement on Group management” concluded with subsidiaries and “rules for affiliates” the parent has prescribed, the Company, centering on the Group Strategy Office of the Corporate Planning Department, shall receive reports without delay on attendance at Board of Directors meetings of subsidiaries and minutes of those meetings and related materials, and other important matters from a management perspective.
  • (2)Systems on Rules Concerning Loss Risk Management at Subsidiaries and Other Matters
    Concerning risk management at subsidiaries, the Group Strategy Office of the Corporate Planning Department is responsible for maintaining an environment for loss avoidance and optimization involving subsidiaries based on “rules concerning loss risk management” and “risk management rules.” The Corporate Risk Management Department shall work closely with subsidiaries to coordinate a risk management posture in an effort to restrain risks from materializing and to minimize the effects on the Company when risks materialize.
  • (3)Systems to Ensure Directors at Subsidiaries Efficiently Perform Duties
    While we pay heed to business development at subsidiaries that reflects their independent operational initiative, the Company has prescribed in advance matters for discussion in the “written agreement on Group management” and “rules for affiliates” with regards to important matters relating to management of subsidiaries, and it conducts decision-making when necessary based on “rules on the authorities of specific job functions” and other rules. Also, the Group Strategy Office of the Corporate Planning Department shall also oversee and share information on the business execution status of subsidiaries in an effort to ensure efficiency in operational execution at subsidiaries.
  • (4)Systems to Ensure Directors and Employees at Subsidiaries Perform Duties in Accordance with Laws and Articles
    The Internal Audit Office shall cooperate with the audit department of subsidiaries and implements audits when necessary while monitoring the appropriateness of operational execution. Established to accept reports and calls in cases where potential violations of laws, regulations, our articles and/or internal company rules have been discovered, the internal Group hotline shall strive as a contact channel to be useful to the swift resolution of reported violations and to ensure operational appropriateness at subsidiaries.

7. Matters on Assistants to ASB Members Requiring Support in Performing Duties(Regulation for Enforcement of the Companies Act, Article 100, paragraph (3), item (i))

  • (1)Persons who support ASB members (heretofore, assistants) shall assist them in performing their duties.
  • (2)The specific number of persons serving as the aforementioned assistants and the content of their duties shall be determined based on discussions with the ASB.

8. Matters Concerning Independence of Said Assistants from Directors, and Matters on Ensuring Effectiveness of ASB Member Instructions to Said Assistants(Regulation for Enforcement of the Companies Act, Article 100, paragraph (3), items (ii) and (iii))

  • (1)Personnel decisions concerning assistants (reassignment, evaluations, etc.) shall require the consent of the ASB.
  • (2)The aforementioned assistants shall not be assigned to concurrent roles involving operational execution at the Company beyond the scope of internal audit functions. Also, the authority of ASB members to offer instructions and issue orders to assistants shall not be unfairly restricted by the Company.

9. Systems for Reporting to Parent ASB Members(Regulation for Enforcement of the Companies Act, Article 100, paragraph (3), item (iv))

  • a.Systems for Directors and Employees to Report to ASB Members
    • (1)Directors, executive officers and employees must promptly report to the ASB material violations of the law, our articles or illegal conduct relating to the performance of their duties as well as when they discover facts that could cause serious harm to the Company.
    • (2)Directors, executive officers and employees shall report without delay through the relevant reporting line to the ASB decisions and the occurrence of events, accidents, and/or operational troubles that could materially affect business operations and organizations as well as the results of internal audits implemented.
  • b.Systems for Subsidiary Directors, ASB Members, Employees, or Persons They Debriefed to Report to Parent ASB Members
    • (1)The Group Strategy Office of the Corporate Planning Department shall report the minutes for meetings of the Board of Directors and related materials and other important matters from a management perspective it receives from subsidiaries to ASB members. Also, directors, executive officers and employees of subsidiaries can when necessary report to the Company’s ASB members.
    • (2)Directors, executive officers and employees of subsidiaries can report to the internal Group hotline or the Group Strategy Office of the Corporate Planning Department material violations of the law, our articles or illegal conduct relating to the performance of duties as well as when they discover facts that could cause serious harm to the Company. The Corporate Risk Management Department and/or the Group Strategy Office of the Corporate Planning Department shall report the information they receive to ASB members while accurately processing it in the Compliance Committee.

10. Systems for Ensuring Whistleblowers Are Not Treated Unfairly for Reporting the Aforementioned Matters(Regulation for Enforcement of the Companies Act, Article 100, paragraph (3), item (v))

The Company prohibits unfair treatment of whistleblowers who report to ASB members on the basis of their reporting such matters, as stated in the previous clause. Our “compliance rules” stipulate that those providing information to the aforementioned contact channel will not be disadvantaged in any way, and we strive to promote awareness about this protection among our employees through “our compliance” messages.

11. Matters on Policy for Processing Liabilities and Expenses Arising from Operational Execution by ASB Members, and Systems for Ensuring Effective Audits by Parent ASB Members(Regulation for Enforcement of the Companies Act, Article 100, paragraph (3), items (vi) and (vii))

  • (1)ASB members shall attend important meetings so they may ascertain important decision-making processes and the status of operational execution, and they can request investigations and briefings, as necessary.
  • (2)The ASB exchanges opinions with the president and representative director as necessary, and shall meet regularly with the public company accounting (PCA) auditor to exchange opinions.
  • (3)To ensure an ongoing exchange of information with the ASB, the Corporate Planning Department, the Corporate Risk Management Department and the Internal Audit Office shall cooperate closely with each other.
  • (4)Regarding cases where ASB members request pre-payment of expenses for performance of duties, such expenses shall be processed swiftly after deliberation and assessment on their validity, primarily by the Corporate Planning Department, which is the budget management division.

Status of Audits

Audits by ASB Members

The Company has an Audit & Supervisory Board (ASB) with four members (including three outside ASB members and three people appointed by independent directors).
The Audit & Supervisory Board operates from the perspective of seeing whether the ways directors go about their duties are legal and proper throughout all company operations. It has stipulated audit policies and practices a wide range of audits accordingly, with the emphasis on elements such as stronger Group management and thorough comprehensive risk management.

Internal Audits

The Internal Audit Office*, which performs an internal audit function, implements audits of internal controls, risk management, compliance etc. at the Company, including Group companies, and provides assessments and recommendations.
Regarding cooperation with public company accounting auditors, ASB members strive to strengthen cooperation through suitable exchanges of opinions such as receiving reports from PCA auditors on their audit results and audit policy.
Regarding cooperation with the Internal Audit Office, whenever the Internal Audit Office carries out an internal audit, ASB members are briefed on its audit policy and results. ASB members also direct investigations, providing instructions to the Internal Audit Office, which also when necessary serves as the secretariat for ASB members.
Regarding the maintenance of internal control systems, ASB members work to increase the effectiveness of audits, requesting briefings whenever necessary from the Corporate Planning Department, the unit responsible for supervision of internal controls. The Internal Audit Office briefs the public company accounting auditor on its audit results, internal audit policies and other such matters in an effort to cooperate with the PCA auditor at all times.
Regarding the maintenance and operation of internal controls involving financial reporting, based on internal audit results, the Corporate Risk Management Department strives to cooperate with the PCA auditor by briefing it on related matters and conducting investigations and exchanging opinions as necessary.

Business management system

Personal Relationships between Outside Directors, Outside Audit Board Members and the Company

The Company has three outside directors and three outside ASB members.

To ensure the appropriateness of management decision-making, our directors receive advice and recommendations from the three independent outside directors* who do not have any conflict of interest with general shareholders. This enables our directors, who are well versed in business matters, to maintain and improve management efficiency. We have also appointed three outside ASB members*, who are independent officers, to strengthen the management oversight function.

* Six outside directors and outside ASB members who meet the criteria for being an independent officer are designated as an “independent director” or an “independent ASB member.”

Material Relationship Disclosures of Outside Directors and Outside ASB Members

Please check the Corporate Governance Report.

Corporate Governance Report

Initiatives to Enhance Corporate Governance

In order to keep improving our corporate value, we identify the enhancement of corporate governance as a key management initiative. To this end, we are improving our internal control systems, strengthening our risk management framework, and fully adhering to compliance requirements.

In establishing internal control systems, the Board of Directors decides on basic policies for such, with the aim of building systems that ensure appropriate and efficient operations mainly in the Corporate Planning Department, the unit responsible for overseeing internal controls. As for internal controls on financial reports, the Corporate Risk Management Department leads the way in promoting proper functioning of internal controls in the Company and at our consolidated Group companies and the Internal Audit Office carries out independent monitoring.

Regarding risk management, the Risk Management Committee and Corporate Risk Management Department lead the way in preventing risks from materializing and work to minimize the effects on the Company when they do arise. Accordingly, we strive to maintain our risk management framework by holding regular internal training sessions for employees in accordance with “risk management rules,” “rules concerning loss risk management,” and “crisis management rules.” With respect to various issues within the Group and matters of control that pose serious risks, the Group Strategy Office of the Corporate Planning Department leads the way in monitoring business execution at Group companies and sharing information with management departments of Group companies.

As for our compliance system, our Compliance Committee have been established to ensure legal compliance, fairness, and ethical standards in our corporate activities. In addition to assigning compliance responsibilities to employees in each department, we issued a declaration on how the Company should conduct its activities and are strengthening our compliance system by making sure employees know about our compliance help desk, holding compliance training sessions, and distributing a pamphlet outlining rigorous adherence to the Company’s standards of conduct, which sets out how directors, executive officers, and employees should conduct themselves.

We will continue to study approaches to management that best suit the Credit Saison Group in light of global trends in corporate governance and our basic policies for ensuring the proper functioning of internal controls.

Matters Concerning Composition of Governing Bodies and Organization Management

Governance system Company with a statutory Audit & Supervisory Board
Number of directors stipulated by the Articles 25
Term of office for directors stipulated by the Articles 1 year
Chairman of the Board of Directors President
Number of directors 9
Outside directors on Board Appointed
Number of outside directors 3
Of outside directors, the number who are “independent directors” 3
Is there an Audit & Supervisory Board? Yes
The number of Audit & Supervisory Board members stipulated by the Articles 5
The number of Audit & Supervisory Board members 4
Appointment status of outside Audit & Supervisory Board members Appointed
Number of outside Audit & Supervisory Board members 3
Of outside Audit & Supervisory Board members, the number who are “independent directors” 3

Principles Regarding Antisocial Forces

Dialogue with shareholders and investors

At Credit Saison, we are committed to providing our shareholders and investors with corporate information in a fair, easy-to-understand, and timely manner and actively disclose business results, financial position, strategies, and other matters that we believe will be effective in providing them a better understanding of the Company. We are expanding investor relations (IR) content to include, for example, video streaming of top management presentations at financial results briefings, in an effort to provide a broader range of investors, including individual investors, with a better understanding of our corporate activities. In addition, as of the end of March 2021, approximately 30% of the Company’s outstanding shares were held by foreign shareholders, and therefore we use conference calls and other means to explain our corporate activities to investors living outside Japan as part of our IR activities.

Results of IR activities in FY 2020

Financial results briefings 2
Individual meetings with sell-side analysts/institutional investors 176
Conferences hosted by securities firm 2
Briefing session for individual investors 1

General Meeting of Shareholders

In order to ensure that shareholders have sufficient time to consider the agenda, we send out the convocation notice prior to the statutory date (at least two weeks prior to the date of the General Meeting of Shareholders) and publicize the notice on our website and TDnet.

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