Our Company / Corporate GovernanceRESPONSIBILITIES, ROLES AND PRINCIPLES OF THE BOARD
3. RESPONSIBILITIES, ROLES AND PRINCIPLES OF THE BOARD
3.1 Responsibilities of the Board
The Board will be operated in accordance with applicable laws and rules, and is responsible for execution and supervision of the overall business of JERA.
3.2 Roles of the BoardRealizing the Corporate Philosophy:
The Board will align JERA’s strategic direction so as to realize JERA’s Corporate Philosophy (http://www.jera.co.jp/english/corporate/bus_vision/).Responsible business operation:
The Board will ensure that JERA operates responsibly as well as effectively, and will uphold and be the role models for a culture of integrity and diversity that realizes JERA’s Corporate Philosophy. The Board will also follow and provide leadership in instilling compliance with the JERA Group Corporate Ethics Policy (http://www.jera.co.jp/english/corporate/compliance/).Decision-making:
The Board will, having obtained all necessary and appropriate information and conducted active discussion, make decisions in a swift and timely manner.Approving the management targets:
The Board will review the targets developed by the Directors engaged in business execution, senior executives and other persons appointed to have decision making authority or discretion over the business execution and operation of JERA (collectively, “Management”), confirm Management’s assumptions, and when in a form satisfactory to the Board, approve such targets.Approving the business strategy:
The Board will discuss the business strategy developed by Management actively and constructively while advising, providing support and challenging such strategy as necessary, and when in a form satisfactory to the Board, approve such strategy.Supervising business execution and operation:
The Board will supervise the business execution and operation by Management. The Board will also review the financial conditions of JERA, and approve its financial reports.Allocation of necessary resources:
The Board will ensure that human and financial resources are appropriately allocated and made available to JERA so that it can thoroughly implement its business strategies, and pursue and achieve its targets.Monitoring performance:
The Board will ensure that Management:
Enabling effective audit:
- (1) provides meaningful reports on company performance,
- (2) identifies performance issues that require attention, and
- (3) brings to bear appropriate attention and expertise to continuously improve JERA’s performance.
The Board will ensure that the corporate auditors can conduct audits of JERA (which is a company with corporate auditors under the Companies Act of Japan) in an effective manner, carefully consider recommendations made by the corporate auditors, and if necessary, ensure that those will be appropriately implemented by Management. It is also the Board’s responsibility that accounting auditors are provided with reasonably required access to information, and that they can conduct their audit in compliance with applicable laws and rules.Risk management:
The Board will actively and constructively discuss the key business risks and risk management framework developed by the JERA Group’s risk management committee as headed by the President, who is the chief risk management officer of the JERA Group, and approve such framework when appropriate.Continuous improvement of the Board’s effectiveness:
The Board will provide constructive input to the Shareholders on selection of suitable Board candidates with a view to continuously improving the Board’ effectiveness.
3.3 Acting in the Interests of JERA
The Board and each Director will act in the best interests of JERA’s business, taking into due consideration the interests of JERA's Shareholders and other stakeholders. When a Director becomes aware of any conflict of interests with those of JERA, such Director will take necessary steps in compliance with applicable laws and rules.
3.4 Pursuit for Diversity
The Board will seek diversity, including diversity of business background, expertise, nationality, age, gender and opinion, recognizing that the Board and JERA require a multi-angled view to succeed in the global business context.
3.5 Action in Concert
Each Director will ensure that the Board can operate in a balanced and multi-faceted manner, and will, while fulfilling individual responsibilities, act and speak in concert with respect to important affairs and matters of policy.