Corporate Governance Structure
Corporate Governance Structure
General Meeting of Shareholders
Directors and Board of Directors
The Board of Directors sets the groupwide management policies and goals while also taking on the role of overseeing the management and business execution of each group company.
The members of the Board of Directors possess diverse attributes, including experience, knowledge, expertise, and gender. There are 9 male directors and 1 female director sitting on the Board of Directors. Furthermore, three of the 10 directors are outside directors. In addition, Audit & Supervisory Board members participate in meetings of the Board of Directors to facilitate swift and appropriate decisions and reinforce supervisory functions. The three outside directors are registered as independent directors with the Tokyo Stock Exchange.
Analysis and Evaluation of Effectiveness of the Board of Directors
Method of Evaluation
The Company recognizes that it is important the Board of Directors constantly undergoes self-evaluation, looking for new solutions while always thinking of how to achieve an ideal Board of Directors and corporate governance. Moreover, at least once a year the Company analyzes, evaluates, and discusses the Board's overall efficacy to improve the efficacy of the Board of Directors.
In January 2020, the Company carried out an analysis and evaluation of the overall efficacy of the Board of Directors using a questionnaire survey for all Directors and Audit and Supervisory Board Members, additionally, from February 2020 to March 2020, the Company carried out an interview of questionnaire results for the chairman of the Board, President, Senior Executive Vice President, all Outside Directors and Outside Audit and Supervisory Board Members. The results confirmed at the Board of Directors held on March 24, 2020.
Results of the Analysis and Evaluation of the Efficacy of the Board of Directors
The survey confirmed that an adequate level of support has been provided to Outside Directors and Outside Audit and Supervisory Board Members, who possess diverse experience and expertise, in areas such as preliminary briefings highlighting key issues for the Board of Directors, briefings on management strategies, and efforts to promote an understanding of the Group through site inspections of facilities including airport handling, aircraft maintenance, flight operations and passenger cabins, and direct talks with front-line managers. In addition, reviews of rules and regulations were conducted aiming to revitalize discussions on key issues. Considering these, the Company confirmed that active discussions were taking place at the Board of Directors. The survey assessed that the Company's Board of Directors is functioning properly, and that it has sufficient efficacy to ensure decisions on key management issues are appropriately made and business operations are suitably supervised.
Meanwhile, we confirmed global trends of and long-term visions for the industry, matters that should be shared with board of directors to an even greater extent than in the past as we develop administrative strategies, as well as many areas we can improve to enhance the auditing functions of the board of directors by implementing meeting management measures, such as holding free discussion sessions for outside directors to enhance deliberations regarding important management themes for the Group and a business vision that clearly grasps the state of world affairs ten years into the future and beyond.
Based on the evaluation of the efficacy of the Board of Directors, the Company aims to continue to improve the efficacy of its Board of Directors moving forward.
Voluntarily Established Committees
As advisory bodies to the Board of Directors, the company has established the Personnel Advisory Committee*1 and the Remuneration Advisory Committee, which are both membered by a majority of outside directors. With these committees in place, we strive to improve the transparency and impartiality of our corporate governance system.
- *1.The Personnel Advisory Committee was established in June 2016.
Personnel Advisory Committee
The Committee is composed of four members—three Outside Directors (Chairman, Ado Yamamoto; Izumi Kobayashi and Eijiro Katsu) and one Internal Director (Shinya Katanozaka). It discusses the appointment of candidates to the post of director as well as the dismissal of directors, and reports to the Board of Directors. In order to ensure fairness and transparency in the process of selecting candidates for the post of director, the Committee is chaired by an Outside Director, and has met three times during fiscal 2020.
Remuneration Advisory Committee
The Committee is composed of six members—three Outside Directors (Chairman, Ado Yamamoto; Izumi Kobayashi and Eijiro Katsu) , one Outside Audit Supervisory Board Member (Nozomu Kanou), one Internal Director (Shinya Katanozaka) and one outside expert (Seiichi Ochiai). It discusses directors' remuneration. and reports to the Board of Directors. These discussions take into account remuneration levels at other companies based on the findings of a third-party research institute employed by the Company. In order to ensure fairness and transparency in the process of deciding remuneration, the Committee is chaired by an Outside Director, and has met three times during the fiscal 2020.
Audit & Supervisory Board and Audit & Supervisory Board Members
To ensure healthy development and to earn greater levels of trust from society through audits, the company has appointed five Audit & Supervisory Board members, three of which are outside Audit & Supervisory Board members, that possess plentiful experience and the high level of expertise required to conduct audits.
Audits by the Audit & Supervisory Board are conducted by full-time Audit & Supervisory Board members that are well-versed in the group's business and highly independent outside Audit & Supervisory Board members, and the full-time outside Audit & Supervisory Board member, who has experience working at financial institutions, serves as the main proponent of these audits. The Audit & Supervisory Board Members Office was established and placed under the direct control of the Audit & Supervisory Board members to provide support for audits. This office cooperates with the Internal Audit Division, which is directly under the supervision of the CEO, and the accounting auditors, to enhance the company's auditing system. The three outside Audit & Supervisory Board members are registered as independent auditors with the Tokyo Stock Exchange.
The accounting auditors perform audits of ANA HOLDINGS INC. and group companies in accordance with the Companies Act of Japan and the Financial Instruments and Exchange Act of Japan. The accounting auditors prepare for the introduction or amendment of various laws and regulations, accounting standards, and other rules by allowing sufficient time for discussions to take place with the company's finance division.
Following the closure of the 71st Ordinary General Meeting of Shareholders, the company newly appointed Deloitte Touche Tohmatsu LLC as its accounting auditor.
Accordingly, future audits are carried out by certified public accountants from this firm.
Principal Internal Committees
Group Management Committee
The company has established the Group Management Committee, comprising the president and CEO, who acts as the chairman, as well as full-time directors, full-time Audit & Supervisory Board members, and other members, to discuss measures needed to address management issues more swiftly and in greater detail. The committee fulfills a supplementary role to the Board of Directors.
Group ESG Management Promotion Committee
Under the Group ESG Management Promotion Committee Regulations, the company has established the Group ESG Management Promotion Committee, which promotes the advancement of formulated measures and reports directly to the president and CEO. The committee comprises the full-time directors and full-time Audit & Supervisory Board members. Policies and issues of significance related to the group's ESG management promotion as a whole, including those pertaining to risk management and compliance, are discussed and proposals are made by this committee.
Meeting of Bodies Responsible for Corporate Governance (Fiscal year ended March 31, 2021)
|Board of Directors||12|
|Audit & Supervisory Board||13|
|Group ESG Management Promotion Committee Regulations||4|