Corporate Governance

Initiatives for Corporate Governance

Basic Philosophy for Corporate Governance

The Adastria corporate philosophy is to “Be a person needed. Be a company needed.” Based on this philosophy and the corporate slogan “Play fashion!” we are dedicated to fulfilling the mission of creating the world where people can enjoy fashion and lifestyle filled with individual characters.

Our goal is to have an outstanding corporate governance framework that facilitates rapid decision-making for the purposes of responding with agility to changes in customers’ needs, market conditions and technologies in order to achieve customer satisfaction.

Corporate Governance Report

Corporate Governance Guideline

Main Corporate Governance Bodies and Their Roles

Board of Directors

The Board of Directors, the highest decision-making body for the management of the Adastria Group, has ten directors including five outside directors. The directors hold discussions and reach decisions about significant matters concerning the Group’s management. There are four corporate auditors including three outside corporate auditors. The corporate auditors attend meetings of the Board of Directors to conduct audits from an independent standpoint of the directors’ performance regarding the duty to perform their jobs in good faith and sincerity and other obligations.

Executive Officer/Executive Committee

Adastria has executive officers for the purpose of separating the roles of overseeing management and conducting business operations. Executive officers are appointed by the Board of Directors and have a one-year term of office. In addition, there is an Executive Committee composed of inside directors, auditors, executive officers and others. This committee reaches decisions about important matters that are not submitted to the Board of Directors and facilitates the rapid sharing of information regarding how business operations are conducted.

Board of Corporate Auditors

The Board of Corporate Auditors has four corporate auditors, including one full-time auditor and three outside auditors. These individuals attend meetings of the Board of Directors and Executive Committee as well as other important meetings and check documents about important decisions and other significant documents. By performing these activities, the corporate auditors monitor the Adastria Group’s management in a timely manner and perform audits to confirm that executives, primarily the directors, are performing their duties in compliance with laws and regulations.

Internal Audit Office

The Internal Audit Office performs internal audits in accordance with auditing policies and in cooperation with the corporate auditors. Results of audits to confirm that business operations are conducted in compliance with regulations and that internal control systems are effective, are reported to the representative director and corporate auditors. As needed, the Board of Directors and Executive Committee also receive and discuss reports concerning audit results.

Other Committees

Adastria voluntarily has a Corporate Governance Committee, Nominations & Compensation Advisory Committee, and Compliance Committee that serve as advisory bodies to the Board of Directors. These committees discuss matters involving corporate governance, the selection of director candidates and the structure of compensation for directors, compensation for individual directors, other matters involving compensation, and other matters related to overall management and compliance activities.

Corporate Governance System

Directors and Corporate Auditors

Representative Director and Chairman Michio Fukuda
Representative Director and President Osamu Kimura
Senior Managing Director Yoshiaki Kitamura
Senior Managing Director Taiki Fukuda
Outside Director Hiromi Horie
Outside Director Koichi Mizutome
Outside Director
Tatsuhiro Matsuoka
Outside Director Kazuo Nishiyama
Director (Standing Audit and Supervisory Committee Member) Yoichi Endo
Outside Director (Audit and Supervisory Committee Member) Kazuhiko Ebihara
Outside Director (Audit and Supervisory Committee Member) Kyoko Mogi

* Among the above directors,  Hiromi Horie, Koichi Mizutome, Tatsuhiro Matsuoka, Kazuo Nishiyama,Kazuhiko Ebihara and Kyoko Mogi are outside directors as defined by Article 2, paragraph 15 of the Companies Act.