In consideration of our fiduciary duty and accountability to our shareholders, DISCO transitioned to a Company with Three Committees on June 29, 2022, to further enhance corporate governance with the goals of promoting the DISCO Group’s continued growth and improving mid-to-long-term corporate value.
Adoption of the Company with Three Committees structure clearly separates the executive and supervisory roles and focuses the Board of Directors’ expertise on decision-making regarding the DISCO Group’s overall direction and the supervision/monitoring of business execution, thus strengthening the Board of Directors’ supervisory function.
To realize the strengthening of this supervisory function, the Board of Directors is structured such that it will be suited to monitoring business execution by management, with the majority of the Board comprised of outside directors, and is proceeding with transferring authority to executive officers for heightened management maneuverability.
In addition to the Nomination, Compensation, and Audit Committees designated by law, a voluntary Representative Executive Officer Evaluation Committee has been established to evaluate representative executive officers. This Committee will carry out deliberations important in governance, such as the evaluation of top management, with a high level of objectivity and transparency under the guidance of the outside directors.
At DISCO, with an eye on the future expansion of operations, the number of directors stipulated in the Articles of Incorporation is “not more than 16.” However, placing a top priority on a streamlined structure and an emphasis on strengthening governance, the Board of Directors is structured such that outside directors make up the majority.
When choosing outside directors, the Board of Directors takes into consideration the balance of knowledge, experience, and abilities associated with business along with knowledge of innovation and technology, and strives to select members based on suitability from a diversity standpoint as well.All outside directors have met the DISCO criteria for independence.
Furthermore, DISCO has established a “Basic Policy on Internal Control” designed to maintain and improve internal control. DISCO’s internal control aims to rigorously comply with the law and improve the effectiveness and efficiency of operations in addition to achieving the legal obligation of ensuring reliability of financial reporting. To accelerate the accomplishment of these aims, a team dedicated to the supervision of internal control promotes internal dissemination of the concept and significance of internal control and the key points regarding the evaluation of internal control, while also conducting internal control evaluations and supporting the establishment of internal control systems for the DISCO Group worldwide.
*As of June 29, 2022