True to its corporate philosophy, the Kajima Group strives to continually advance its business operations and contribute to society. The Group's objective is to earn the trust and regard of all stakeholders. Kajima's fundamental commitment to corporate governance is to ensure fair and transparent corporate activities using enhanced management supervision by the Board of Directors, the Audit and Supervisory Committee, and other organizations. This is combined with risk management and accountability achieved via internal control systems and systematic steps to ensure compliance.

Board of Directors

The Board of Directors of Kajima consists of directors with expert knowledge of the Company’s businesses, along with highly knowledgeable outside directors with a wealth of experience including as company directors. It makes deliberations and decisions concerning fundamental business policies and important matters, and it audits the execution of duties. The Board of Directors meets once a month and additionally as needed in order to deliberate and decide on fundamental management policies, matters that only the Board of Directors is allowed to handle legally, and other important matters related to management. It audits the execution of duties, and confirms the progress of business plans.

The Nomination Advisory Committee and the Governance and Remuneration Committee have been established as advisory organizations to the Board of Directors to strengthen management supervisory functions. Furthermore, an executive officer system has been introduced to separate and bolster supervisory and operational execution functions, as well as to increase the efficiency and speed of management. In addition, a Management Committee and a Joint Committee of Directors and Executive Officers have been established to improve the efficiency of operational execution.

To support the sustainable growth and progress of the Group for years to come based on the corporate philosophy, appointees to the Board of Directors must have the ability to apply the knowledge they have cultivated in their respective fields, such as business, finance, and technology. Candidate selection takes into consideration the diversity and appropriate size of the Board of Directors while pursuing a balance of knowledge, experience, and abilities. To ensure objectivity and transparency in nominating director candidates, the Nomination Advisory Committe discusses the basic policy on the nomination, the structure of the Board of Directors, and other matters, and then the Board of Directors makes decisions on these matters based on the advice and recommendations of the committee.

Company regulations prescribe that the Board of Directors must be consulted about any conflict of interest between the Company and directors or executive officers, and about any transaction between related parties. A monitoring system is in place so as not to harm the common interests of the Company and our stockholders.

Audit and Supervisory Committee

As a company with an Audit and Supervisory Committee, Kajima is structured so as to help Audit and Supervisory Committee Members conduct effective audits, including outside directors. The Audit and Supervisory Committee meets once a month and additionally as needed.

The Audit and Supervisory Committee conducts audits while communicating with directors, the internal audit organization, and other organizations in conformity with standards established by the Audit and Supervisory Committee and in accordance with audit policies and duty assignments.

In light of the characteristics of full-time personnel, full-time Audit and Supervisory Committee Members actively strive to develop an auditing environment and collect internal information, as well as to monitor and verify the status of development and operation of internal control systems on a day-to-day basis.

To ensure objectivity and transparency in nominating candidate Audit and Supervisory Committee Members, nominees are selected with consent from the Audit and Supervisory Committee based on discussions by the Nomination Advisory Committee about the basic policy on the nomination, the structure of the Audit and Supervisory Committee, and other matters.

Nomination Advisory Committee and Governance and Remuneration Advisory Committee

The Nomination Advisory Committee, which is comprised of outside directors and the President, deliberates on personnel-related matters for directors and other officers. The Governance and Remuneration Advisory Committee, which is comprised of outside directors, deliberates on important matters related to corporate governance, including the remuneration of directors and other officers. Both committees were established to provide recommendations to the Board of Directors with the aim of ensuring objectivity and transparency.

Diagram of Corporate Governance Structure