Governance Systems
Corporate governance
NYK Line endeavors to meet the expectations of its customers, shareholders, investors, suppliers and partners, local communities, NYK Group employees, and all other stakeholders by improving the transparency and efficiency of its management and maintaining and building appropriate management systems. While endeavoring to increase the effectiveness of financial and operational audits, we have chosen to establish a board of corporate auditors in the belief that management decisions are most appropriately made by inside directors who are familiar with the company's operations. We also appoint two outside directors to increase the effectiveness of supervision of the company's management, and they participate in all decisions on material matters made by the board of directors. To improve the transparency of management, all NYK directors serve for terms of one year. We have two internal and two outside auditors who attend meetings of the board of directors, peruse documentation regarding material matters, and conduct audits of our finances and operations. In addition, the Corporate Auditors' Chamber (two full-time staff) provides dedicated support for the auditors.
Corporate governance organization chart
As of April 1, 2012
Status of accounting audits
As of April 1, 2012
Board of directors |
2011 |
|---|---|
| Total number of directors | 13 (Of which, 2 outside directors) |
| Female directors | 1 |
| Restrictions on concurrent service by directors | * |
| Term | 1 year** |
Board of corporate auditors |
|
| Total number of auditors | 4 (Of which, 2 outside auditors) |
Remuneration |
|
| Stock option | Not applicable |
| Remuneration in stock | Not applicable |
| Director Shareholding Guidelines | In effect *** |
Accounting auditor terms are for one year, and accounting auditors may be reappointed. However, in accordance with applicable laws and ordinances, the certified public accountants are retained for no more than seven years in order to achieve an appropriate degree of turnover in accounting auditors.
Appointments, dismissals, and non-reappointments of accounting auditors are made by resolution of a General Meeting of Shareholders based on a proposal submitted by the board of directors with the consent of the board of corporate auditors. Re-appointments of accounting auditors are made by resolution of the board of directors with the consent of the board of corporate auditors. Applicable laws and ordinances do not require that such resolutions be approved by a General Meeting of Shareholders.
*
There are no specific rules restricting the scope of concurrent service. However, the Bylaws of the Board of Directors stipulate that (1) a resolution of the board of directors is required for a director to accept an appointment on the board of another company. Furthermore, (2) the appointment of a director to the board of another company is a reporting item for the board of directors.
**
The Articles of Incorporation stipulate that the director terms are one year. There is no restriction on reappointment.
***
There are guidelines on the number of shares held in the Executive Shareholding Program. In addition, members of the executive committee purchase a fixed (monetary) amount of shares in the company each month.