1. Basic Policy on Corporate Governance
We aim to establish good relationships with all stakeholders (shareholders, customers, employees, society and client companies), to differentiate ourselves from other companies and win an overwhelming presence and the trust of customers to enhance our corporate value. We have therefore been making improvements in manufacturing, sales, and customer service in order to enhance our reputation and strengthen the “MUJI (Mujirushi Ryohin)” brand image.
We will demonstrate our reliability by improving our business performance, engaging in proactive IR activities, making fair and transparent disclosures, and increasing returns to shareholders. In our relationships with employees, we will provide a vector for our staff members to make efforts to achieve our company’s goals and establish an open and stimulating corporate culture so that employees can realize their full potential. Our organizational management processes ensure constant self-reflection and self-discipline, based on the lessons learned from a spate of corporate scandals seen in recent years.
2. Current status of Corporate Governance System for final decision-making, and of Managerial Organization for execution of decisions and supervision
1 Board of Directors Currently, taking into account the size of our company, its organizational status and staff mobility, the Board consists of seven directors within the company (seven directors doubling as executive officers) and three directors outside the company, who were appointed as independent directors in accordance with rules stipulated by the Tokyo Stock Exchange and who report to the TSE. The supervisory functions and managerial responsibility of the Board of Directors are clearly stipulated, and we also promote delegation of authority, including reviews of the board system and decision-making systems as appropriate, in order to accelerate the implementation of processes.
2 Board of Auditors Our company has adopted an audit system. Currently, the Board of Auditors consists of four members (One corporate auditor, within the company and three corporate auditors outside the company). Three of the four members were appointed as independent directors in accordance with rules stipulated by the Tokyo Stock Exchange and these members report to the TSE. The Board of Auditors audits the directors' execution of their duties by attending Board meetings and checking important documents. In addition, the Board of Auditors regularly liaises with the Internal Audit Office, which conducts internal audits, and with the accounting auditor, who conducts accountancy services.
3 Remuneration Advisory Committee 3 Nominating Advisory Committee The Remuneration Advisory Committee (consisting of three directors outside the company (including one chairperson) and two directors within the company) advises the Board of Directors on the payment of directors. The Nominating Advisory Committee (consisting of three directors outside the company (including one chairperson) and two directors within the company) advises the Board of Directors on the nomination of directors.
4 Internal Audit Office The Internal Audit Office (currently consisting of six members) conducts internal audits. The Department performs audits to determine whether business operations are being appropriately performed in accordance with our store management manual and Work Standard Sheets (MUJIGRAM) by our headquarters, as well as to determine whether problems have been solved. The audit results are reported to our representative directors on a weekly basis, as well as to our Board of Directors every half-term.
5 Accounting Auditor Accounting audits of our company are conducted by a team consisting of two certified public accountants with KPMG AZSA LLC, six assistant certified public accountants, and seven other members. Thus an environment for fair auditing is established. The team of certified public accountants with KPMG AZSA LLC consists of Mr. Akihiro Ohtani (with four years of continuous auditing service) and Mr. Takushi Miyashita (with six years of continuous auditing service).