Corporate Vision and Business Information
(1) Our basic approach to Corporate Governance
At SEED and its affiliated subsidiaries (hereinafter, the "Group"), we seek to realize our mission to "support vision of our customers as an all-around and specialized optical manufacturer" and enhance corporate value over the medium and long term. To this end, we strive to improve the corporate governance, build positive relationship with our shareholders and all stakeholders and conduct transparent, sound and swift, and strong-minded corporate management.
We sets forth "SEED Group's Basic Policy on Corporate Governance", and work to improve our corporate governance.
(2) Overview of the Corporate Governance System and Reasons for Adopting the System
We employed the board of auditors system, and established the board of directors, board of auditors, and accounting auditor.
(Board of Directors)
The Board of Directors consists of seven directors including two external directors. The Board holds regular meeting once every month, where it resolves management policies and critical matters, discusses status of business performance and matters related subsidiaries. In addition, it holds extraordinary Board of Directors Meeting as necessary, and makes various decisions through adequate deliberations.
(Board of Auditors)
The Board of Auditors consists of three auditors including two external auditors. The Board monitors and supervises the execution of duties by the directors. The Board of Auditors meets once every month. In addition, it holds regular meetings with Accounting Auditor for information exchange to ensure appropriate accounting processing in compliance with the accounting standards. Full-time Auditor verifies the appropriateness of process or results of management's decisions. In addition, the Auditor reviews material documents, examines or verifies status of business performance of departments, and report them to monthly Board of Auditors meetings for information exchange and sharing with fellow Auditors.
(Executive Officer System)
We adopt the executive officer system. Executive Officers are entrusted by the President and CEO with the authority of making and executing day-to-day business decisions in his or her area or duties of responsibility.
To respond to the fast-changing management environment, we regularly hold Management Council attended by Directors, Full-time Auditor, and Head of Departments to promptly share information on critical matters and accelerate decision making.
We have concluded an independent audit agreement with PricewaterhouseCoopers Aarata LLC based on the Companies Act and Financial Instruments and Exchange Act to execute accounting audit duties. Two certified public accountants executed the accounting audit duties. Those who supported the accounting audit duties included six certified public accountants and 11 other assistants.
PricewaterhouseCoopers Aarata LLC or its managing partners have no interest in SEED which should be disclosed pursuant to the provisions of the Certified Public Accountant Law of Japan.
The Group has adopted the current corporate governance system because it determined that the aforementioned system ensures effective supervision of directors' performance of duties and prompt decision making by the management and accelerated execution of business. The corporate governance structure of SEED is shown in the following chart.