Fundamental Approach
The corporate philosophy of the Company is described below. The Company seeks to fulfill its social mission by serving as vital public infrastructure in the form of Japan's central financial instruments market.
<Corporate Philosophy>
We shall contribute to the realization of an affluent society by promoting sustainable development of the market by ensuring reliability and public visibility, laying the foundation of a market which is highly convenient, efficient, and transparent, and providing creative and attractive services. We believe that these efforts bring rewards in the form of profits resulting from the increased support and confidence of investors and other market users.
In order to conduct management in line with its corporate philosophy, the Company is aware of the importance of having its stakeholders understand its corporate philosophy and corporate activities. Therefore, the Company established the basic views on corporate governance from the following four perspectives to help stakeholders understand the Company's business and raise confidence in the Company.
(1) Corporate philosophy and social mission
JPX Group operates markets that are a public asset and fulfills its social mission by pursuing the sustainable development of its markets.
(2) Market operations
JPX Group operates the markets with the view that garnering support for and fostering confidence in the markets it establishes is in the common interest of all investors and market users, and maintaining and enhancing the support and confidence will build the foundations for sustainable development of its markets.
(3) Enhancing corporate value
In pursuing the sustainable development of its markets, the Company must continue to accommodate the diverse needs of shareholders and other stakeholders, and through this the Company will enhance its corporate value over the medium to long term.
(4) Effective corporate governance
The Company strives to constantly improve its corporate governance system to further facilitate effective and proper systems, so as to support the sustainable development of its markets.
Based on the basic views on corporate governance described above, in light of the intent of the individual principles of Japan's Corporate Governance Code, the Company is committed to properly developing its corporate governance system such as by developing a highly effective system of checks achieved through tension and harmony between the management and independent outside directors while striving to facilitate the smooth sharing of information and coordination between them.
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JPX Corporate Governance Chart
Board of Directors
JPX adopts a company with committees system in order to clarify the authority and responsibilities involved in management oversight and business execution. Specifically, three committees consisting mainly of outside directors - a nomination committee, an audit committee, and a compensation committee - are established, executives responsible for executing business activities are assigned, and the management oversight and business execution functions are separated.
The board of directors are responsible for management oversight and consists of not more than 16 members (16 members as of June 16, 2023) to allow for substantial discussions. Also, 10 of these 16 directors are appointed from outside the company in order to increase the transparency and accountability of management, and enhance oversight of business execution.
Each of outside directors has considerable experience and insight on their respective fields and contributes to a structure that allows for a multifaceted external perspective to be readily incorporated into the Company’s management.
Nomination Committee
The nomination committee is comprised of 5 directors, 4 of whom are outside directors. This committee decides on proposals regarding the election and removal of directors to be submitted at the general shareholders meeting,etc.
Compensation Committee
The compensation committee is comprised of 5 directors, 4 of whom are outside directors. This committee determines the compensation of each individual director and executive.
Audit Committee
The audit committee is comprised of 5 directors, 4 of whom are outside directors - a certified public accountant. In addition to regular meetings, the audit committee also holds extraordinary meetings when necessary.
Based on the auditing plan and the distribution of duties determined at the audit committee meeting, efficient audits are conducted by monitoring and verifying the internal control system and its operational situation while maintaining close collaboration with accounting auditors, the internal auditing office, auditors of subsidiaries, and other relevant parties.
Internal Auditing Office
Internal control systems are established within each division to prevent violations of statutory laws and regulations, as well as JPX's articles of incorporation and other internal rules and regulations. Additionally, to reinforce the systems, we established an internal auditing office under the direct control of executive officer CEO and executive officer COO. The internal auditing office performs internal audits of each division and reports the audit results directly to executive officer CEO and executive officer COO.
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