MTI’s key management priorities include the establishment of a sound and highly transparent management structure, and the creation of systems to support timely, appropriate decision-making in response to a changing business environment. One of the measures introduced with the aim of achieving these goals was the adoption of a oneyear term of office for directors. This has added a sense of urgency to the management environment, since directors are required to earn the confidence of shareholders every year. We are also working to strengthen and consolidate our compliance systems.
In accordance with our IR policy, we provide timely and accurate disclosure of information including financial results and other key management data. We also emphasize two-way communication with all stakeholders to enhance management transparency and build relationships of trust with market participants.
MTI is a company with a board of directors and Audit & Supervisory Board.
Title | Name | Board of Directors | Audit & Supervisory Board | Nomination and Remuneration Committee | Management Meeting |
---|---|---|---|---|---|
President & CEO | Toshihiro Maeta | ◎ | ◎ | ◎ | |
Executive vice president | Hiroshi Izumi | 〇 | 〇 | ||
Executive vice president | Minoru Takei | 〇 | 〇 | ||
Senior Managing Director | Hiroshi Matsumoto | 〇 | 〇 | ||
Outside director | Muzhi Zhou* | 〇 | |||
Outside director | Hikaru Yamamoto* | 〇 | 〇 | ||
Outside director | Ryosuke Tsuchiya* | 〇 | |||
Outside director | Satoshi Fujita* | 〇 | 〇 | ||
Outside director | Yoshinori Yokoyama* | 〇 | |||
Outside auditor (Standing auditor) | Yasuhiko Niwa* | 〇 | ◎ | 〇 | |
Outside auditor | Chie Kasahara* | 〇 | 〇 | ||
Outside auditor | Nariki Yasuda* | 〇 | 〇 | ||
Outside auditor | Takako Okuda* | 〇 | 〇 | ||
Advisor | Kazuko Ohya | 〇 |
※1 Only directors and advisors are listed above.
※2 Mark “◎” describes a chairperson above.
※3 Mark “*” describes a independent director above.
(1) The tasks of the Board of Directors, which consists of four (4) internal directors (four (4) male internal directors)and five external directors(four male outside directors and one female outside director), are to make important management decisions and supervise directors in the performance of their duties. In addition to its regular monthly meetings, the Board also convenes extraordinary meetings as required.Outside directors, who have an independent position without any interest in the Company, have the duty of strengthening the supervisory function of the Board of Directors and raising the degree of neutrality and objectivity in management.There are four corporate auditors, including one standing auditor. All four (two male outside statutory auditors and two female outside statutory auditor)are currently external auditors. Their task is to strengthen the supervisory functions of management through activities including attendance at Board meetings and other important management meetings.
(2) A decision for an amount of compensation for directors is to be done by the directors’ meeting after deliberation by the compensation committee to increase transparency and objectivity.
Name | Reason for appointment |
---|---|
Outside director Muzhi Zhou |
Mr. Zhou has a broad knowledge of economics and has independence without any interest in the Company. We have appointed him as an independent officer based on our judgment that he is an appropriate person able to sufficiently fulfill the role of deciding the management policies and supervising the execution of operations of the Company. |
Outside director Hikaru Yamamoto |
Ms. Yamamoto has a broad knowledge of marketing and consumer behavior and has independence without any interest in the Company. We have appointed her as an independent officer based on our judgment that she is an appropriate person able to sufficiently fulfill the role of deciding the management policies and supervising the execution of operations of the Company. |
Outside director Ryosuke Tsuchiya |
Mr. Tsuchiya has a broad knowledge of medical, a wealth experience in organization management of medical institutions, and independence without any interest in the Company. We have appointed his as an independent officer based on our judgment that he is an appropriate person able to sufficiently fulfill the role of deciding the management policies and supervising the execution of operations of the Company. |
Outside director Satoshi Fujita |
Mr. Fujita has a wealth of experience and extensive knowledge as a business manager. We have appointed him as an independent officer because we have judged that he is an appropriate person from the perspective of supervising whether the execution of duties of the directors of the Company is appropriate from an independent standpoint. |
Outside director Yoshinori Yokoyama |
Mr. Yokoyama has a wealth of experience and extensive knowledge as a business manager. We have appointed him as an independent officer because we have judged that he is an appropriate person from the perspective of supervising whether the execution of duties of the directors of the Company is appropriate from an independent standpoint. |
Outside auditor (Standing auditor) Yasuhiko Niwa |
Mr. Niwa has considerable knowledge and a rich experience of finance and accounting. We have appointed him as an independent officer because we have judged that he is an appropriate person from the perspective of supervising whether the execution of duties of the directors of the Company is appropriate from an independent standpoint. |
Outside auditor Chie Kasahara |
Ms. Kasahara has extensive experience and broad knowledge in overall corporate legal affairs as a lawyer. We have appointed her as an outside corporate auditor because we have judged that she is capable of auditing the execution of duties of our directors on the basis of her knowledge. In addition, we have appointed her as an independent officer because she is independent without an interest with the Company. |
Outside auditor Nariki Yasuda |
Mr. Yasuda has been involved in management or served as a manager at major insurance companies over many years and has a wide range of experience and knowledge. The Company elected him as a candidate for external statutory auditor in the hope that he will apply such experience and knowledge to the Company’s audits and provide advice for the continuous improvement of the Company’s corporate value. |
Outside auditor Takako Okuda |
Ms. Okuda has been engaged in operations that contribute to improving customer satisfaction and stakeholder credibility at major companies over many years, in addition to having insight into marketing, and has a wide range of experience and knowledge. The Company elected her as a candidate for external statutory auditor in the hope that she will apply such experience and knowledge to the Company’s audits and provide advice for the continuous improvement of the Company’s corporate value. |
(3) To improve management efficiency and speed up decision-making, the Management Committee, consisting mainly of directors and operating officers, meets two or three times a month to discuss important operational matters. Decisions by the President and CEO are guided by these deliberations.
(4) The Internal Audit Department, which is under the direct jurisdiction of the President and CEO, formulates an internal audit plan each fiscal year and implements internal audits upon obtaining approval for the plan from the President and CEO. The Internal Audit Department is required to report the audit results to the President and CEO and to the Board of Directors and the Board of Statutory Auditors. Audited divisions are also notified of areas for improvement and the status of improvement is also verified.
(5) MTI has appointed Ernst & Young ShinNihon LLC as its independent auditor. The independent auditor helps to ensure a high standard of transparency and accuracy in the Company’s accounts by conducting regular audits and providing advice and verification on accounting matters. We have also retained outside experts on taxation and legal matters to provide advice as required.