Our Company / Corporate GovernanceGENERAL PROVISIONS
1. GENERAL PROVISIONS
JERA’s mission is to contribute to better the lives of people and bring greater vitality to economies and industries not only in Japan but also all over the world, through the globally competitive supply of power and energy, and also to increase the respective enterprise values of the corporate groups of its shareholders (TEPCO Fuel & Power, Incorporated and Chubu Electric Power Co., Inc.) (collectively, the “Shareholders”). From its establishment, JERA and the Shareholders have recognized the fundamental principle that, to achieve its mission, JERA must develop a self-sufficient business culture with vibrant management and financial standing trusted in the global market, and corporate governance capability enabling independent business management and swift decision-making.
Recognizing JERA’s mission and such fundamental principle, JERA’s board of directors (the “Board”), after full deliberation and with the affirmative approval of all of its members, adopts this Board Charter. By adopting, implementing and publishing this Board Charter, the Board expresses its determination to strengthen the effectiveness of the Board and the governance capability of JERA, to introduce global best practices into JERA’s governance, and to increase the transparency of JERA’s governance.
The Board is currently composed of six directors (the “Director(s)”), four of whom are full-time Directors and two are non-executive Directors. Pursuant to the JERA joint venture agreement between the Shareholders, the Shareholders each have a right to nominate two full-time Directors and one non-executive Director.
In addition, JERA and the Shareholders have established an Integration Committee for the purpose of discussing important management policies and issues for JERA and the Shareholders.
1.2 Relation with Laws and Rules
This Board Charter shall be construed and applied in a manner consistent with (1) applicable laws and regulations in Japan, (2) the articles of association of JERA and its internal rules, and (3) the JERA joint venture agreement and other associated agreements between the Shareholders ((1), (2) and (3) are collectively referred to as “applicable laws and rules”), and in the event of a conflict, applicable laws and rules will prevail.
1.3 Transparency, Updates
This Board Charter can be accessed on the JERA public website (http://www.jera.co.jp/english/corporate/corporate_governance/charter/1/), will be continuously reviewed, and when necessary, amended by the resolution of the Board to reflect the changes in JERA’s corporate governance in accordance with its business progress (updates will be promptly posted on the above-mentioned website).
This Board Charter has been prepared in English and Japanese. In the event that the Board becomes aware of a material discrepancy between the English and Japanese versions, the Board will amend one or both versions as appropriate to ensure that both versions consistently express the intention of the Board.