Management and Execution Structure
Board of Directors and Committees Associated with Corporate Officers
Composed of seven members including four external directors and presided by President & CEO, the Board of Directors is small and able to make decisions quickly.
The Board of Directors meets at least once a month to discuss all significant matters.
Through the adoption of a corporate officer system, we separate the supervisory functions of the Board of Directors from the business execution functions of corporate officers. The Company sets up the Executive Committee, in which corporate officers study and discuss about important business execution from various aspects before the final decisions, and the meetings for development of medium-term/annual plans, in which corporate officers develop and resolve business plans and brand strategies. Thereby, the Company drives delegation of power for business execution by clarifying corporate officers’ responsibilities and accelerating of business execution. President & CEO chairs these two Committees. In addition to the above, corporate officers hold Decision-Making Meetings of Corporate Officers to make decisions regarding the execution of business in their respective business divisions, as well as deliberate matters to be proposed to the Board of Directors and the Executive Committee. The term of office of directors and corporate officers is one year.
To obtain an outside point of view and further strengthen the Board of Directors’ supervisory function in regard to business execution, Shiseido appointed two highly independent external directors in the fiscal year 2006. Shiseido added one external director in the fiscal year 2011 and one more in the fiscal year 2016. As a result, currently Shiseido appointed four highly independent external directors.
In addition, two out of three directors aside from the external directors has built careers outside of Shiseido, ensuring diversity among the directors. We are also recruiting younger members for corporate officers, thereby aiming to strengthen the executive function.
(As of January 1, 2018)
To promote transparency and objectivity in management, Shiseido established two committees to play an advisory role : the Nomination Advisory Committee, which deliberates and makes reports on matters including the selection of candidates for directors and corporate officers and their promotions and demotions, and the Remuneration Advisory Committee, which deliberates and makes reports regarding the remuneration system for directors as well as evaluation of their performance.
Both committees are chaired by external directors to maintain objectivity. Furthermore, majorities of each Committee's members are external directors.
The Nomination Advisory Committee, in addition to proposing candidates for directors and audit & supervisory board members, determines the promotions and demotions of corporate officers. The Nomination Advisory Committee also determines the limits on the terms of corporate officers as well as the rules for their promotions or demotion and retirement in order to enhance the capabilities of top management. It manages these policies in a highly transparent and impartial manner. The term limit of corporate officers is four years per position in principle. The term limit can be extended by a resolution of the Board of Directors. In that case, extension period should be within two years in principle.
The Remuneration Advisory Committee discusses about annual bonuses for directors and corporate officers. Additionally, in the fiscal 2017, the Remuneration Advisory Committee reviewed the new remuneration system for three years fiscal 2018 through fiscal 2020.