At the Japan Post Group, all Group companies establish their own corporate governance systems, and Japan Post Holdings Co., Ltd.(the “Company”), as the holding company, uses the following system to oversee management of the Group. The objective is to establish an appropriate corporate governance system for the entire Japan Post Group.
The Company shall develop the corporate governance structure of the Group based on the following concepts, with a view to ensuring sustainable growth of the Group and creating corporate value over the medium to long term.
- 1.The Company shall continue to create new convenience for customers and pursue the provision of high quality services, while generating consistent value by providing universal services of the Group's three core businesses through the Group's post office network.
- 2.Fully recognizing its fiduciary responsibility to its shareholders, the Company shall give consideration to appropriately secure rights and equal treatment of shareholders.
- 3.The Company shall place emphasis on dialogue with all stakeholders including customers and shareholders with an aim to ensure appropriate collaboration and sustainable coexistence. To this end, the Company shall strive to secure management transparency and commit to appropriate disclosure and provision of information.
- 4.The Company shall carry out swift and decisive decision-making and business execution under the effective supervision by the Board of Directors, in order to promptly cope with changes in social and economic environment and meet the expectation of all stakeholders.
The Company sets out “Basic Policy on Corporate Governance” concerning the basic views, framework, and operation policy regarding the corporate governance of the Company, with a view to ensuring sustainable growth of the Group and enhancing its corporate value over the medium to long term, and develops the corporate governance structure of the Group.
The Company has adopted a “company with three committees structure” from the following points of view.
- 1.To separate the especially vital decision-making and supervision, such as the formulation of basic management policy, from the business execution based on such decisions, thereby increasing the flexibility in management and establishing the management supervision structure of the Group governed by the Board of Directors.
- 2.To fully utilize external views on the management of the Company and ensure the transparency and fairness of decision-making on the management through enabling the exercise of functions of the Board of Directors comprised mainly of Independent Directors and the three committees, namely the Nomination Committee, the Compensation Committee and the Audit Committee.
- 3.To realize a corporate governance structure that can appropriately fulfill its accountability to all stakeholders.
The Company, in accordance with management policies for the Japan Post Group, has established the "Policy Principles for the Establishment of the Internal Control System" for the Company for the purpose of establishing programs that ensure sound and proper business operations. The holdings company has also concluded the Group agreements with Group companies for internal controls concerning such areas as compliance, internal audits, risk management and information security, requiring each company to establish their own systems based on these agreements.
Furthermore, the Company constantly monitors proper business operations of Group companies by requiring them to report any significant matters in their operations and provides guidance for improvement as necessary.
4.Group Management System
1.Conclusion of agreements on the Group’s operation and management (“JP Group Management Agreements”)
The Company has concluded JP Group Management Agreements with and between Japan Post Co., Ltd., Japan Post Bank Co., Ltd. and Japan Post Insurance Co., Ltd. on the Group’s common philosophy, policies and other basic matters concerning Group management, thereby setting up a system to facilitate mutual collaboration and cooperation as well as exerting synergy effects among Group companies.
For matters that may have a significant effect on the entire Group and those necessary for maintaining management transparency. Group companies must receive approval from, have discussion with and report to the holding company on an individual basis. Through these activities, the Company ensures corporate governance of the Japan Post Group.
2.Group Steering Committee
In accordance with JP Group Management Agreements, the Group Steering Committee comprised of the Presidents and CEOs of the Company and its key subsidiaries and other members shall be established to discuss and share common understanding of important matters concerning group management among the management of the Group companies for the purpose of promoting effective and efficient operation of the Group.