Cross Marketing Group

Management Policy

Corporate Governance

Basic policy

Our basic policy is to develop a workable corporate governance system for thorough compliance and the improvement of management transparency. To enhance the effectiveness of corporate governance, we need to build and maintain an organizational structure that enables us to respond promptly to changes in the business environment, and a fair and transparent management system with a focus on shareholders. To this end, we will work to enhance the functions of the shareholders’ meeting, the Board of Directors, and the Board of Corporate Auditors, among other organs.

Why we selected the existing corporate governance system

We believe that the existing corporate governance system is most appropriate for striking an effective balance between the executive function and the management, oversight, and auditing functions, taking our businesses and size into consideration.

Overview of the existing corporate governance system

For prompt decision-making and execution of operations, the Board of Directors consists of five directors (no outside directors) who are familiar with the Company’s businesses. In principle, a meeting of the Board of Directors is held every month. The Board of Directors makes decisions on basic management policies, the particulars provided for in laws and regulations, and important management issues. The Board of Corporate Auditors consists of three auditors: a full-time auditor and two part-time auditors. Of the three auditors, two are outside auditors who monitor management from an independent and objective standpoint. One of the outside auditors is an attorney who has practical experience in securities administration and carries out audits from an objective and professional viewpoint. We have an internal audit office that carries out operations audits in a planned manner, taking importance, compliance, and risk into consideration. The internal audit office provides concrete advice and recommendations to audited divisions and checks the status of improvement in operations. The internal audit office exchanges opinions with the Auditors and the accounting auditor and supervises and keeps the internal control system in check. The Board of Directors decides on officer candidates in consideration of their personalities, insight, and backgrounds, and proposes them at the shareholders’ meeting. Remuneration for Directors is determined by resolutions of the Board of Directors within the limits approved at the shareholders’ meeting, and remuneration for Auditors is determined through consultation among the Auditors within the limits approved at the shareholders’ meeting.

Organization chart for corporate governance