Measures to Strengthen the Effectiveness of Corporate Governance

The Independent Outside Officers Meeting assesses the effectiveness of the Board of Directors, identifies issues, and promotes continuous improvement.

Assessments of the Effectiveness of the Board of Directors and Improvement Measures

                                         
  FY2017FY2018FY2019
Issues identified
  • Inadequate reporting of medium- to long-term management priorities and progress under the medium-term management plan
  • Need for improved information sharing and collaboration between the internal audit organization (Office of Corporate Auditors) and outside directors and outside Audit & Supervisory Board members
  • Need for increased sharing of information with outside directors and Audit & Supervisory Board members about important matters that are not subject to deliberations by the Board of Directors, such as matters submitted to the Group Management Meeting
  • Need for revision of both the regulations of the Board of Directors and the establishment of agenda items in order to extend the scope of responsibilities entrusted to corporate officers and to increase the opportunities for reporting on agenda items that require continuous confirmation of progress
  • Need to consider making meeting documents paperless
Improvement measures
  • Provided increased opportunities to report on deliberations about management priorities, progress under the medium-term management plan, and other matters
  • Changed the venue for reporting by the internal audit organization (Office of Corporate Auditors) to meetings of the Board of Directors
  • Modified administrative systems to ensure that information about important matters that are not subject to deliberations by the Board of Directors is distributed together with materials in advance of Board meetings
  • Revised regulations on the submission of agenda items to the Board of Directors and revised the establishment of agenda items
  • Advanced measures to make meeting documents paperless

Revisions in Wacoal’s Corporate Governance System

                                                                                                   
1977 Wacoal issues ADRs*(American Depositary Receipts)
Wacoal becomes the eighth Japanese company to issue ADRs. Upon issuance, the SEC (U.S. Securities and Exchange Commission) requires consolidated financial statements and accounting reports in accordance with U.S. GAAP.
2002 Introduction of the corporate officer system
→ Number of directors: 13 → 9
In June 2002, the Company employs a corporate officer system in order to delegate authority and clarify responsibility more appropriately and efficiently. At the same time, the number of directors is reduced.
2005 Establishment of a pure holding companyThe Company transfers to a pure holding company system to facilitate decision-making on Groupwide strategy, to optimize the allocation of resources, and to clarify the responsibilities and authority of operating companies so that they can execute operations flexibly.
Appointment of outside officersTo promote the fairness and independence of the Board of Directors and the Audit & Supervisory Board, the Group increases the number of outside directors by two members and the number of outside Audit & Supervisory Board members by one member.
2007 Establishment of the Executive Compensation Advisory Committee
→ Number of committee members (including outside directors): 4
Regarding the appointment, promotion, and remuneration of the directors and executive officers, the Executive Compensation Advisory Committee, chaired by the director of the Administrative Department, is established with outside directors included as members.
2010 Registration of all outside officers with the Tokyo Stock Exchange as independent officers
→ Number of independent officers registered: 6
All outside directors and outside Audit & Supervisory Board members are registered with the Tokyo Stock Exchange as independent officers.
2015 Establishment of the Independent Outside Officers MeetingThe Independent Outside Officers Meeting is established with the intention of sharing information about improving corporate governance, meetings of the Board of Directors, internal audits, etc. The committee includes independent outside officers.
2018 Establishment of the Executive Compensation Advisory Committee and the Executive Nomination Advisory CommitteeThe Executive Compensation Advisory Committee, which was established in 2007, becomes the Executive Compensation Advisory Committee and the Executive Nomination Advisory Committee.

* In 2013, Wacoal stopped listing ADRs on the U.S. NASDAQ market and de-registered with the SEC.

PAGETOP