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JAPAN POST BANK has adopted the company with three statutory committees system of corporate governance in order to implement rapid decision-making and to increase management transparency. Accordingly, the Bank has established the Nomination Committee, the Audit Committee, and the Compensation Committee. In this way, the Bank has a system under which the Board of Directors and the three statutory committees can provide appropriate oversight of management.
The Board of Directors is composed of a variety of directors who possess a wealth of knowledge and experience together with deep insight. As determined in the Articles of Incorporation, the appropriate number of members of the Board of Directors is set to be less than twenty directors. In principle, one-third or more of the members shall consist of independent directors.
The Board has three statutory committees—the Nomination Committee, the Audit Committee, and the Compensation Committee. Outside Directors comprise a majority of the membership of these committees, which work together with the Board to oversee the Bank’s operations.
The Nomination Committee determines the criteria for selecting and removing directors. The committee also determines the contents of proposals for submission to general meetings of shareholders concerning the election and dismissal of directors.
The Audit Committee monitors the execution of duties by executive officers and directors, prepares audit reports, determines the contents of proposals for submission to general meetings of shareholders concerning the election, dismissal and refusal to
re-elect independent auditors.
The Compensation Committee formulates compensation policies for directors and executive officers and determines detailed compensation for each individual.
The Executive Officers, who are selected by the Board of Directors, are responsible for conducting business operations.
The President and Representative Executive Officer makes full use of the authority and responsibility delegated to him by the Board of Directors in the conduct of business operations.
We have introduced a performance-linked stock compensation system utilizing a trust as part of our compensation for our Executive Officers. The objectives of the system are to further enhance the awareness of the Executive Officers of the Bank regarding the importance of contributing to sustainable growth and enhancing the Bank’s corporate value over the medium and long terms, by clarifying the link between the Executive Officers’ compensation and the share value of the Bank. Accordingly, the compensation of the Executive Officers of the Bank shall consist of a “base compensation” component as fixed compensation, and a “performance-linked stock compensation” component as variable compensation.
The Executive Committee and the Internal Control Committee have been established as advisory bodies to the President and Representative Executive Officer. The Executive Committee holds discussions on important business execution matters, and the Internal Control Committee holds discussions on legal, regulatory, and other compliance-related issues as well as other important internal control matters. The Special Committees assist the Executive Committee in matters requiring specialized discussions.
Furthermore, we have established a system under which certain employees execute business operations by using their expertise as managing directors.
The Compliance Committee formulates compliance systems and programs and holds discussions and provides reports regarding progress in these matters.
Risk Management Committee
The Risk Management Committee formulates risk management systems and operational policies. The committee also holds discussions and provides reports regarding progress in risk management matters.
The ALM Committee formulates basic ALM plans and operational policies, determines management items, and holds discussions and provides reports regarding progress in these matters.
The CSR Committee formulates basic CSR policies and action plans and holds discussions and provides reports regarding progress in these matters.
Information Disclosure Committee
The Information Disclosure Committee formulates basic information disclosure policies, holds discussions, and provides reports on disclosure content and progress in order to ensure the appropriateness and effectiveness of information disclosure.