Corporate Governance

Corporate Governance System

By boosting our risk management as well as sustainability management, our goal is to enhance medium- to long-term corporate value. To this end, we established a Sustainability Committee on November 1, 2022.

Achilles Corporation is now a company with an Audit and Supervisory Committee. The Board of Directors monitors the implementation status of business operations. In regard to implementation, the Company aims to ensure efficient management by delegating authority to the Directors and divisional managers with responsibility for individual departments.

Corporate governance system

Corporate governance system

※The Sustainability Committee was established on November 1, 2022.

Board of Directors

The Board of Directors undertakes evaluation and decision-making in relation to the company's basic policy, regulatory requirements, and other important managerial issues including the Group's handling of sustainability issues; the Board also supervises operational implementation status.

The knowledge and expertise desired in company Directors

To secure a competitive advantage that will boost corporate value, a company must have knowledge backed by real-world experience in the fields of production, sales, technology, and market information (including information about competitors), along with sound business judgment. Also of growing importance are management skills at international business locations and experience in business practice compliance that includes financial accounting, an outlook based on experience outside of the company, and other forms of diversity, plus recently, business judgment from the perspective of ESG.

Taking all of the above into consideration, we discuss the knowledge and expertise that we deem necessary for corporate management and to raise corporate value, and select the appropriate candidates who possess those qualities to be directors.

Board of Directors

Directors (external) Directors who are the Audit and Supervisory Committee Members (external) Total (external)
Male 10 (2) persons 3 (1) persons 13 (3) persons
Female - 2 (2) persons 2 (2) persons
Total 10 (2) persons 5 (3) persons 15 (5) persons

Management Committee

To help realize speedy decision-making and operational efficiency, the Management Committee undertakes evaluation of matters entrusted to it by the Board of Directors, and also undertakes evaluation and decision-making in relation to specific implementation strategies based on the policy decided on by the Board and the implementation of other important tasks relating to management.

Audit & Supervisory Board, Internal Auditing and Accounting Auditor

Each Audit and Supervisory Committee Member follows the auditing policy and division of responsibility laid down by the Committee, supervising and monitoring the Directors' performance of their duties by attending meetings of the Board of Directors, examining circular approval letters and other important documents, visiting business locations (including subsidiaries), etc.

Audit and Supervisory Committee

Directors who are the Audit and Supervisory Committee Members (external)
Male 3 (1) persons
Female 2 (2) persons
Total 5 (3) persons

The internal Audit Office verifies compliance status both periodically and as needed. The Audit Office also strives to maintain close liaison with the Audit and Supervisory Committee Members, collaborating with the Audit and Supervisory Committee to ensure effective implementation of auditing operations.

For the Accounting Auditor (external audit), Achilles Corporation has appointed Deloitte Touche Tohmatsu LLC to implement auditing. Audit report meetings are held at which the Audit and Supervisory Committee receives a presentation from the Accounting Auditor on the state of audit implementation and the audit implementation results, and at which the Accounting Auditor offers advice regarding issues relating to accounting and internal controls.

Governance Committee

The Governance Committee convenes to advise the Board of Directors for the purpose of increasing the independence and objectivity of the Board of Directors’ functions related to nomination and remuneration, etc.

Governance Committee

Directors (external) Directors who are members of the Audit and Supervisory Committee (external) Total (external)
Male 4 (2) persons - 4 (2) persons
Female - 1 (1) persons 1 (1) persons
Total 4 (2) persons 1 (1) persons 5 (3) persons

Internal controls system

Achilles Corporation has formulated an Internal Controls Basic Policy, which outlines the systems used for ensuring that Directors carry out their duties in compliance with relevant laws and regulations and with the company's Articles of Incorporation, and the system for ensuring that both Achilles Corporation and the business group formed by the Achilles Group and its subsidiaries carry out their business activities appropriately.

In accordance with the Internal Controls Basic Policy, regarding the internal controls relating to the financial statements stipulated by the Financial Instruments and Exchange Act, the preparation and utilization of these internal controls by Achilles Corporation and its consolidated affiliates is assessed, and the assessment results are presented in the Internal Controls Report.

Outline of Officer Remuneration

Remuneration for directors, etc., is outlined below. For details, please refer to the company’s financial statement.

Basic Policy Outline (as of June 29, 2022)

Remuneration for Directors (excluding Directors who are also serving as Audit and Supervisory Committee Members)

Number(of people) Annual remuneration limit (million yen)
Directors(not external) 8 270
External Directors 2 30
Total 10 300
Fixed remuneration ratio (%) Performance-based remuneration ratio (%)
30*1 70*1
100 0

Calculation of performance-based remuneration = (target table*2 × degree of target achievement) × management ability effect coefficient (weight)*3

  • *1 Percentages are approximate.
  • *2 Performance indicators used to determine performance-based remuneration are as follows: the ordinary profit ratio from the perspective of short-term profitability, and the Return on Equity (ROE) and Return on Assets (ROA) from the perspective of improving corporate profits in the medium- to long-term. Performance-based remuneration is determined in accordance with regulations pertaining to compensation for Directors. The base pay is calculated taking the standard pay (which in turn is based on factors such as degree of responsibility, comparison to other companies, the company’s performance, employee pay levels, etc.) and exempting the fixed remuneration from this figure. A goal table is devised with indicators used in calculations, specifically averages for the past five fiscal years. On top of this, criteria such as degree of achievement of the various goals of the past fiscal year (as well as management skills) are factored in and weighted in accordance with benchmarks determined ahead of time. Also, it is subject to review by the Governance Committee at the time of establishment.
  • *3 Pre-set

Note: The above remuneration does not include employee salaries and bonuses when directors (non-external) also serve concurrently as employees.

Remuneration for Directors who are also serving as Audit and Supervisory Committee Members

Number(of people) Annual remuneration limit (million yen)
The Audit and Supervisory Committee Members 5 70
Fixed remuneration ratio (%) Performance-based remuneration ratio (%)
100 0