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- [Activity Report] Management
- Corporate Governance
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Management Structure
Benesse Holdings uses the corporate auditor corporate governance model. Based on the holding company structure, the Company is promoting further separation of Group management and oversight functions from business execution. The goals are to have each operating company achieve self-sustainable growth and to strengthen management oversight functions of the Board of Directors.
Headed by the Company’s Chairman and meeting in principle every month, the Board of Directors is responsible for management decision-making on important matters and monitoring business execution by operating companies. Two committees serve as advisory bodies to the Board of Directors: the Nomination and Compensation Committee, and the Group Company Executive Nomination Committee.
In principle, the Board of Statutory Auditors meets every month. Benesse Holdings’ audit policy is designed to ensure that the Board of Statutory Auditors fulfills its responsibility of creating a robust and trustworthy corporate governance system based on a shared understanding of key management issues with senior management with an emphasis on preventative audits in accordance with corporate audit guidelines.
Following the enforcement of the Companies Act of Japan in 2006, the Benesse Group established the basic policies of the Internal Control System and other necessary systems by a resolution of the Board of Directors' meeting held in May 2006, in accordance with Article 362, Paragraph 5 of the Companies Act. This resolution was revised at the Board of Directors’ meeting held on September 24, 2010.
Corporate Governance Structure
*1In order to oversee management of the various operating companies as the holding company and promote efficiency, Benesse has created the following officer-level positions: Chief Financial Officer (CFO), Chief Human Officer (CHO), Chief Risk Management Officer (CRO), Group Controller (GC), Chief Marketing Officer (CMO), Chief KIBAN Officer (CKO)
*2The SBCs (Strategic Business Unit Committee) and CMC (Company Management Committee) deliberate and report on important matters
Oversight of Management Execution
Benesse Holdings classifies Group companies under five business domains or as operating companies unaffiliated with any of these domains as the basis for oversight of the entire Group.
Regular employees can also participate in every management meeting
For each of the five domains, Benesse Holdings has established an SBC (Strategic Business Unit Committee) to deliberate and report on important matters and to conduct decision-making and performance reporting. Benesse Holdings has also established a CMC (Company Management Committee) to deliberate on important matters at operating companies unaffiliated with any of these five business domains, particularly important operating companies. The President, Executive Vice Presidents, Chief Officers and Statutory Auditors of Benesse Holdings attend the meetings of these committees to give their opinions and select especially important issues for deliberation at the Board of Directors at Benesse Holdings. This system ensures the independence of management in each domain and at each company, and maintains the transparency and fairness of decision-making processes. In this way, Benesse Holdings ensures oversight of management execution.
