Global / English
Kao Established its Corporate Governance Policy
Kao Corporation has recently established and disclosed a new Corporate Governance Policy.
Purpose of Establishment
To further enhance discussions on corporate governance and disclose it to stakeholders in an easier-to-understand manner, Kao Corporation (hereinafter referred to as “the Company”) has compiled a new Corporate Governance Policy that was previously disclosed in the Corporate Governance Report and other materials.
Basic Views on Corporate Governance
In order to sustainably enhance corporate value over the long term while working to realize a Kirei* World in which all life lives in harmony, which is our purpose of our corporate philosophy “The Kao Way” and to become an essential company in a sustainable world, the Company positions corporate governance as a top-priority management issue and continuously strengthens governance in both systems and operations. The Company’s corporate governance is a framework for transparent, fair, prompt and decisive decision-making. It takes into account the perspectives of all stakeholders and responds in a timely and appropriate manner to changes that are increasingly diverse, complex, and difficult to predict so that we can contribute to society and continuously enhance corporate value. The foundations of our efforts to achieve this are establishing and operating the necessary management structures and internal control systems, implementing the necessary measures in a timely manner, and demonstrating accountability.
The Company has established this policy based on these basic views and we work to understand social trends at all times and actively engage in dialogue with stakeholders to review the status of corporate governance from time to time and implement appropriate and necessary countermeasures and improvements.
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* The Japanese word kirei describes something that is clean, well-ordered, and beautiful all at once. For Kao, this concept of Kirei not only describes appearance but also attitude—a desire to create beauty for oneself, for other people, and for the natural world around us.
Key Points of the Corporate Governance Policy
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Outside Directors comprise half or more of the Board of Directors (Strengthen monitoring functions)
Outside Directors comprise half or more of the Board of Directors and continue to consider increasing the ratio of Outside Directors to the majority.
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Restrictions on the number of concurrent positions held by Directors and Audit & Supervisory Board Members (Ensure the effectiveness of Directors and Audit & Supervisory Board Members)
The number of concurrent director or audit & supervisory board member positions held in listed companies shall be limited, in principle, to three (3), excluding the Company.
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Review of the members of the Committee for the Examination of Nominees for Directors and Audit & Supervisory Board Members and the Compensation Advisory Committee for Directors and Executive Officers (Promote specialized and intensive deliberations by the Committees)
Committee for the Examination of Nominees for Directors and Audit & Supervisory Board Members: All Outside Directors and one Outside Audit & Supervisory Board Member (Chaired by an Outside Director)
Compensation Advisory Committee for Directors and Executive Officers: All Outside Directors and President and Chief Executive Officer (Chaired by an Outside Director)
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Encourage Directors and Executive Officers to hold the Company’s common stock (Share interests with shareholders)
Directors (excluding Outside Directors and non-resident in Japan) and Executive Officers (excluding non-resident in Japan) should acquire the Company's common stock equivalent to their base salary (annual amount) within three years after assuming office.