Corporate Profile

Corporate Governance

Basic Views on Corporate Governance

JAFCO’s basic views on corporate governance are as outlined below. With an eye to increasing corporate value over the medium to long term, JAFCO will make continuous efforts for its enhancement.

Build respectful relationships with stakeholders

Maintain transparency and fairness in decision making

Establish an appropriate supervising structure

Establish a corporate structure that ensures effective and swift business execution

Corporate Governance Policy

Based on the above basic views, JAFCO has established the “Corporate Governance Policy” that outlines our concrete corporate governance measures.

Corporate Governance Structure

Board of Directors/ Board-Audit Committee

JAFCO has adopted the “company with board-audit committee” structure for its corporate governance system.

JAFCO has established the Board of Directors and the Board-Audit Committee, through which it makes important management decisions and audits/ supervises business execution by directors.

Independent directors comprise the majority of the Board-Audit Committee. JAFCO has set out the standards for independence of independent directors as shown below.

Reasons for the appointment and nomination regarding each director are described in the Notice of Convocation of the Annual General Meeting of Shareholders.

General Meeting of Shareholders

The Evaluation of the Effectiveness of the Board of Directors

The Board of Directors analyzes and evaluates its effectiveness every year and discloses the summary of the result. The summary of the results of the evaluation of the effectiveness of the Board of Directors for the fiscal year ended March 31, 2017 is as follows:

For the evaluation of the effectiveness of the Board of Directors, questionnaires about the composition, operation, role and responsibilities of the Board of Directors were administered to all directors, and the full-time director serving as Board-Audit Committee member conducted interviews with each director. Based on the results thereof, discussions were held at meetings of the Board of Directors.

During this fiscal year, the Company reviewed and improved the reporting efficiency and matters for discussion and deliberations, which were issues highlighted in the previous year. Based on such results, the Board of Directors has determined that the effectiveness of the Board of Directors is largely secured in this fiscal year.

On the other hand, the Company has recognized that there is still room for improvement in reporting efficiency and that it needs to secure sufficient time to discuss about medium- and long-term issues based on the role and responsibilities of directors.

By regularly conducting the evaluation, we will continue our efforts to improve efficiency and swiftness of business execution, and further enhance supervision, etc. to increase the effectiveness of the Board of Directors.

(updated as of Mar. 8, 2017)

Investment Committee

The Investment Committee chaired by the President has an authority to make investment decisions to allow quick decision-making. Directors serving as Board-Audit Committee members also participate in the Investment Committee.

External Auditor

JAFCO has appointed Ernst & Young ShinNihon LLC as its external auditor.

Internal Audit

The Internal Audit Division, independent from other business operations, audits overall business activities. The Internal Audit Division reports internal audit results to the President and the Board-Audit Committee.

Cooperation among Board-Audit Committee, External Auditor and Internal Audit Division

The Board-Audit Committee holds regular discussions with the Internal Audit Division and External Auditor to exchange information and opinions.

The Board-Audit Committee conducts audits based on internal audit results when available. The Internal Audit Division conducts internal audits at the request of the Board-Audit Committee and reports the result to the Committee.

Disclosure and Constructive Dialogue with Shareholders

Information Disclosure

JAFCO shall make timely and appropriate information disclosures in compliance with laws and regulations, including the Companies Act, Financial Instruments and Exchange Act, and Timely Disclosure Rule of the Tokyo Stock Exchange.

In addition to the above, JAFCO shall actively provide information that is deemed essential or useful to understand about JAFCO (except for personal information, customer information and information that may violate the rights of others).

JAFCO ensures fair disclosure of information.

Constructive Dialogue with Shareholders

JAFCO has established the policy for constructive dialogue with shareholders as shown below.