To promote the above, Cosmo Energy Holdings is structured as a company with an audit and supervisory committee, and has established a Board of Directors, an Audit and Supervisory Committee, a Nomination and Remuneration Committee, an Executive Officers’ Committee, and a Sustainability Strategy Committee.
Additionally, we have introduced an executive officer system to further clarify the separation between management oversight and business execution and to respond quickly to changes in the business environment.
Board of Directors
The Company’s Board of Directors consists of eight directors who are not Audit and Supervisory Committee members (five men including one independent outside director, and three women including two independent outside directors) and four directors who are Audit and Supervisory Committee members (including three men serving as internal director, one man serving as independent outside director, and one woman serving as independent outside director). The Board is responsible for making decisions on important matters such as basic management policies and overseeing business execution. To strengthen its supervisory function and ensure that management is fair and transparent, we have appointed six independent outside directors. We have also established a system whereby information required by those directors is immediately reported.
Audit and Supervisory Committee
The Audit and Supervisory Committee, which consists of four (one full-time and three part-time) Audit and Supervisory Committee members, including two independent outside directors, is responsible for auditing and overseeing execution of duties by directors as well as other duties as a whole associated with the Group’s management, using the internal control system. The Committee is chaired by an independent outside director.
Executive Officers’ Committee
As an advisory body to top management, the Executive Officers’ Committee is composed of major executive officers, including the Group CEO, and the director who is the full-time Audit and Supervisory Committee member. The Committee makes decisions concerning business execution based on the management policies determined by the Board of Directors.
Nomination and Remuneration Committee
The Company has established a Nomination and Remuneration Committee as an advisory body to the Board of Directors to ensure transparency and objectivity in the process of determining director candidates and remuneration. The committee is composed of five members in total, one internal director and four independent outside directors, and it deliberates on the nomination and remuneration of executives. The committee is chaired by an independent outside director.
Corporate governance structure
