DISCO has adopted a corporate auditor and director-based system of corporate governance. The boards consist of three internal board members* and six independent board members* (two Outside Directors* and four Outside Auditors).
The Board of Directors contains a limited number of members (internal members as well as five outside members) in order to make prompt corporate decisions. The Outside Directors have the right to vote, ensuring the effectiveness of corporate management. The board of auditors is comprised exclusively of outside members, ensuring fairness and neutrality of audits. By actively implementing an external perspective, we aim to ensure validity from multiple perspectives and improve the transparency of our corporate decisions.
DISCO has appointed a board of executive officers consisting of two members* who make decisions as members of management and are officially responsible for the continued improvement of management operations. Furthermore, the company president supervises and directs the board of executive officers, and the Board of Directors oversees the board of executive officers.
A “Nomination and Compensation Advisory Committee” has been established as an advisory body to the Board of Directors. The committee consists of the President and Independent Outside Directors, and Independent Outside Corporate Auditors attend the Committee as observers. The Committee members discuss and report on member appointments and dismissals and compensation for each candidate for the Board of Directors and company executive officers. In addition, they provide advice regarding appointment and dismissal for candidate for auditor, as well as compensation. The chairman of the committee is an Independent Outside Director, and majority of the committee is comprised of Independent Outside Directors.
Since fiscal 2018, DISCO has appointed a “Representative Director Evaluation Committee” which evaluates the appropriateness of the representative directors’ management of operations. The committee consists solely of independent members, ensuring objectivity, fairness, and transparency when dismissing a representative director based on the results of an evaluation. Furthermore, DISCO has established a “Basic Policy on Internal Control” designed to maintain and improve internal control. DISCO’s internal control also aims to comply with laws and improve the effectiveness and efficiency of operations in addition to achieving the legal obligation of ensuring reliability of financial reporting. To accelerate the accomplishment of these aims, a team dedicated to supervising internal control guides the company in promoting activities to internally disseminate the concept and significance of internal control and the keypoints regarding the evaluation of internal control, while also conducting internal control evaluations and supporting the establishment of internal control systems for the DISCO Group worldwide.
*As of December 1, 2021