The Cosmo Energy Group transitioned to a holding company structure in October 2015, and Cosmo Energy Holdings adopted a “company with an audit and supervisory committee” structure in order to increase the percentage of outside directors and strengthen the auditing and supervisory functions of the Board of Directors.
The Company also introduced an executive officer system to clarify the separation between management supervision and business execution. Some authority has been delegated to the executive officers in order to respond promptly to changes in the business environment and expedite decision-making.
Board of Directors
The Company’s Board of Directors consists of six directors who are not Audit and Supervisory Committee members (four men including one independent outside director, and two women including one independent outside director) and three directors who are Audit and Supervisory Committee members (including one man 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 four 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 three (one full-time and two 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.
