CAC Holdings Corporation

Basic Approach

At the CAC Group, we have established the Basic Policy on Corporate Governance to fulfill our social responsibilities for our shareholders and various other stakeholders (including our customers, business partners, society and employees) and achieve the medium- and long-term improvement in our corporate value in accordance with our Corporate Philosophy and Five Values. Under this basic policy, we continue striving to strengthen our corporate governance.

Corporate Philosophy of the CAC Group

Creating new value on a global level with the use of the latest ICT

Five Values

Creativity Valuing ideas and thinking unbound by preconceptions
Humanity Living in a human way, with an emphasis on humanity
Challenge Continuing to attempt new challenges without fear of failure
Respect Respecting others and never forgetting our sense of gratitude
Pride Believing in the efforts of our colleagues and ourselves, and doing work that we can be proud of

Basic Structure of Governance and Management Execution System

At the CAC Group, we have been strengthening governance aiming for open management with an emphasis on the transparency of management. In 2003, we set up the Management Advisory Board and began to take initiatives for obtaining advice and recommendations about corporate governance from external specialists. In 2005, we made the change to a management system that includes Outside Directors. Currently (as of March 29, 2023), our Board of Directors consists of seven Directors, four of whom are Outside Directors (two men and two women). All of the Outside Directors are independent officers. In 2014, we made the switch to a pure holding company structure to speed up the formulation of business strategies for the entire group and the business administration of group companies.
In 2019, we separated management decision-making and supervising functions from executive functions for the purpose of further strengthening corporate governance. The Board of Directors determines management policies and strategies for the entire group and supervises business execution of the Executive Officers, while the Executive Officers focus on business execution in line with the policies determined by the Directors.

Reinforcement of the governance system

Board of Directors

The Board of Directors meets regularly every month and as needed. Important matters are submitted for discussion at the Board of Directors, and the status of operations is reported as needed. The Management Meeting has also been established as a body that deliberates and makes decisions on the execution of important business for the entire CAC Group. In principle the Management Meeting convenes twice a month and on an ad hoc basis whenever needed, and endeavors to facilitate the agile execution of business. The Management Meeting is made up of the President & CEO and other persons he nominates.

Board of Corporate Auditors

Our Board of Corporate Auditors consists of four Corporate Auditors, two of whom are Outside Corporate Auditors. They meet regularly every month and as needed to hold discussions aimed at ensuring the adequacy and appropriateness of decisions made by the Board of Directors.
Corporate Auditors actively participate in Management Meetings and other important meetings in addition to the Board of Directors Meetings to properly monitor Directors in the performance of their duties.

Remuneration Committee

The amount of remuneration, etc. for Directors is determined by the Board of Directors on the basis of a comprehensive assessment of each Director’s role and level of contribution within an upper limit resolved at the General Shareholders Meeting.
The Remuneration Committee, which is chaired by an Outside Corporate Auditor (Yuichi Ishino), was established as an advisory committee for the purpose of deliberating the appropriateness of remuneration for Directors, etc. Moreover, to promote value sharing with shareholders, the Company introduced a restricted stock program at the 53rd Annual General Shareholders Meeting held on March 27, 2019.

Nomination Committee

The Nomination Committee, which is chaired by an Outside Director (Mika Matsuo), was established as an advisory committee for the purpose of deliberating on the appropriateness of nominations concerning the content of proposals related to the appointment and removal of Directors and Corporate Auditors to be resolved at the General Shareholders Meeting.

Amount of Remuneration for Officers in FY2023

Corporate Governance System Chart