Corporate Governance

Basic Concept

For S&B Foods to continually strive to develop the company in line with our corporate philosophy in any type of business environment, we are always searching for the most effective business management framework for adapting to changing business environments.
We strive to maintain a corporate governance framework that streamlines business, contributes to corporate compliance, and creates trust among all stakeholders involved in S&B Foods business activities.

Governance overview

Organizational design Company with auditors
Chairman of the board President
Number of directors
(including the number of outside board directors)
9 (3)
Number of auditors
(including the number of outside auditors)
4 (3)
Board meeting status 13 times - Attendance rate: directors 98%, auditors 100%
Auditor meeting status 8 times - Attendance rate: auditors 100%
Nomination advisory committee The nomination advisory committee is chaired by an independent outside director, and consists of three directors appointed by board decision, an auditor, and an outside expert. This committee drafts the original motion for the appointment and dismissal of directors and executive officers, as well as deliberates on the standards and process of appointment and dismissal, and reports to the board of directors.
meeting status: 2 times  Attendance rate: 100%
Remuneration advisory committee The remuneration advisory committee is chaired by an independent outside director, and consists of three directors appointed by board decision, an auditor, and an outside expert. This committee deliberates on the policy and decision process of individual director and executive officer remuneration, as well as the specific amount of remuneration for individuals, and reports to the board of directors.
meeting status: 3 times  Attendance rate: 100%

Corporate Governance Framework

The executive officer system has been introduced in order to separate "management decision and auditing functions" from "business execution functions," with the board of directors in charge of "management decision and auditing functions," and the executive officers in charge of "business execution functions."
This framework not only speeds up management and business execution-related decision-making and execution of duties, but also enhances the auditing function and clarifies the authority and responsibilities of the board of directors and executive officers.

Director Appointment Policies and Procedures

The authority and responsibilities in "management decision and auditing functions" and "business execution" are clarified in the executive officer system, and it is our policy to nominate senior management and director candidates that have the requisite qualifications for fulfilling such duties.
Based on these policies, objective and transparent appointment and dismissal of directors and executives by the board is ensured, and the decision is made based on the findings of the nomination advisory committee.

Auditor candidates are nominated based on the qualifications necessary for auditing duties, with the final decision made upon the consent of the board of auditors and the approval of the board of directors.
Additionally, outside directors and auditors must meet our independent standards.

Diversity in the Board of Directors

In consideration of the scale of business and business domains, our board of directors, including outside directors, is balanced in terms of individual experience and capabilities without bias toward specific fields of expertise, and without favoring certain nationalities or genders.

Board of Director Training Policy

We provide sufficient training opportunities so that director management auditing functions and auditor management monitoring functions are sufficiently demonstrated, and we actively provide support by bearing seminar costs.

Board of Directors Effectiveness Viability

In order to ensure the viability of the board of directors, we analyze questionnaires conducted once a year for each director and auditor, share issues with the board of directors in order to bolster corporate governance, and promote active discussion in resolving management issues on medium to long-term time scales.
Such initiatives have been praised for ensuring the viability of the board of directors, and we will continue to strive for improved effectiveness.

Remuneration Decision Policies and Calculations

The total monthly remuneration of our directors is within thirty million yen as per decision by the general meeting of shareholders. Remuneration for individual directors (excluding outside directors) consists of fixed remuneration and performance-based remuneration taking into consideration the roles, responsibilities, and performance of individual directors based on the regulations established by the board of directors.

The remuneration for individual directors at the company is within the total amount noted above, including only fixed remuneration in consideration of each role, the amount of which is stipulated in the regulations.

The index related to performance-related remuneration in remuneration for individual directors is based on quantitative indexes in various financial tables that are linked with aspects of the Medium-Term Business Plan such as sales and operating income in addition to the achievement of department and director goals.
Also, the policies for determining the amount of performance-based remuneration and the calculation method take into consideration performance factors such as the duties, responsibilities, and performance of each director, with the decision-making authority resting with the board of directors.

In order to ensure objectivity and transparency in the remuneration of individual directors, the board of directors makes their decision based on the findings of the remuneration advisory board and their evaluation standards.